Edwards Wildman Palmer LLP
Michael Dockterman is a partner at Edwards Wildman. Named by The National Law Journal
as one of the Top 10 Winning Litigators in the United States, and described by Chambers & Partners as a lawyer who “can see through the garbage and cut to the chase,” Mr. Dockterman specializes in complex civil and criminal business litigation, securities and derivative litigation, and in advising clients on matters of corporate governance and compliance.
Mr. Dockterman’s extensive litigation and trial experience ranges from private commercial matters through disputes with the federal government. He has appeared as principal trial counsel in state and federal courts in over half of the United States, and has tried securities, antitrust, intellectual property, environmental, contract, fraud and product liability cases, as well as a variety of amateur sports disputes, and both federal and state white collar criminal cases. Mr. Dockterman also has represented both corporate and individual interests in grand jury and other government investigations across the country involving government contracting, securities, corporate fraud, antitrust, environmental, and other regulatory matters.
In addition, drawing in part from his experience defending board actions in securities and derivative litigation, Mr. Dockterman has counseled corporations and boards of directors on matters of corporate governance and compliance, including advising board committees on fulfilling their obligations under corporate and securities laws. Working with audit committees, corporate governance committees, and special committees of independent directors in such high-profile matters as Archer Daniels Midland Company and Exide Corporation, Mr. Dockterman has hands-on experience in CEO evaluation, board self-assessment, committee function and structure, and facilitating strategic planning within the roles appropriate to management and board members. He has dealt with institutional investors in both cooperative and adversarial contexts, and has litigated issues of corporate governance in derivative litigation. Mr. Dockterman has represented management, special litigation committees, board members, outside auditors, and others in a broad variety of related securities and governance litigation, including contests for corporate control, the defense of alleged director wrongdoing, alleged misrepresentations in public offerings, alleged accounting malpractice, and other securities claims. He is currently representing boards and executives in matters arising from the new securities requirements concerning executive compensation.
Mr. Dockterman also has extensive experience handling investigations by federal, state, and local authorities. He has led corporate responses to investigations by the Department of Justice (Main Justice), the Antitrust Division, the SEC, the Department of Defense, the Department of Commerce, the Postal Service, several U.S. Attorneys offices, the Attorneys General of various states, and numerous municipal authorities. He also has conducted internal investigations for corporate clients involving subjects as diverse as defense contracting, antitrust, accounting, health care, executive misconduct, corporate theft and environmental, and other regulatory matters, and has acted as special counsel to the Bankruptcy Court investigating and then pursuing assets wasted by those responsible for their administration. Much of Mr. Dockterman’s grand jury and internal investigative work remains confidential, but some matters have become public. He also has represented lawyers before the Attorney Registration and Disciplinary Commission and other professionals before the Department of Professional Regulation.
Mr. Dockterman was the lead trial lawyer for Toys “R” Us in its successful litigation with Amazon.com over the Toysrus.com website, Toysrus.com, et al. v. Amazon.com et al.
, filed in 2004. He repeated that success when the appellate court affirmed the trial court’s decision to return the website to Toys “R” Us in 2006 and remanded for a further finding of damages to be awarded for the breach, which Amazon then settled by paying Toys “R” Us $51 million in 2009.
This is only one of several “once in a lifetime” cases Mr. Dockterman has tried to verdict. On four days notice, Mr. Dockterman defended the City of Chicago in an eight week trial in state court challenging the largest public works project in the country, construction of the People-Mover for O’Hare International Airport. The trial vindicated the city’s procurement process and disposed of all challenges to the City’s award of the contract.
Mr. Dockterman was engaged by directors of Archer-Daniels-Midland Corporation following a raid by the FBI on the company’s headquarters. Mr. Dockterman became counsel to the company’s newly formed governance committee, defended directors in federal and state court derivative and shareholder actions in Illinois and Delaware. The litigation was resolved by a groundbreaking settlement that ensured governance reforms in the company, affirmed by the United States Supreme Court, and ultimately led Mr. Dockterman to conduct a two-year worldwide audit of the company’s legal compliance with the agreement of plaintiffs’ counsel, the board, and the courts which approved the settlement of the shareholder claims.
Mr. Dockterman also tried the landmark “Clickety-Clack Track” trade secrets case to a successful jury verdict. At issue was whether two inventors who modified a piece of wooden toy train track under an oral non-disclosure agreement could claim ownership of the trade secret in the face of a patent obtained by the people for whom they had cut the sample so it made noise when a toy train ran over it. The jury sided with the inventors, awarding them a lifetime royalty in the track and all products developed to run on the track. The trial court entered judgment notwithstanding the verdict, but the court of appeals reversed, entered judgment for the inventors and remanded for a finding of further damages and attorney’s fees. The court of appeals opinion sets the standard by which trade secrets may be proven under the Uniform Trade Secrets Act.
Representative Current Engagements
- Advising the special committee of a board of directors of a multinational public company in connection with derivative litigation alleging corporate misconduct and a failure of board oversight.
- Defending Motorola Mobility and its directors in lawsuits challenging its acquisition by Google. Plaintiffs filed a number of suits in two different Illinois counties and Illinois federal court alleging that the acquirer’s consideration to the company’s shareholders is inadequate. Also defending a range of commercial litigation against the company.
- Representing several defendants in numerous suits in multi-district litigation in New York and in adversary proceedings in Delaware challenging the LBO of Tribune Company. Plaintiff bondholders seek damages for allowing the LBO to proceed, to recover the amounts paid as stay compensation and the amounts made on stock acquired in the LBO-related offering.
- Defending Toys “R” Us in multi-district class action litigation seeking to recover statutory damages for transactions in alleged violation of FACTA.
- Representing Credit Suisse in matters in Illinois and New York involving the sale of certificates representing residential mortgage backed securities under various state securities laws and in other actions challenging an electronic registration system for real estate transactions.
- Defending Toys “R” Us against a trademark, trade dress and trade secrets claim that seeks to prevent it from selling one of the hottest toys for the 2012 holiday season; plaintiff’s application for a TRO was denied.
Representative Recent Experience
- Defended Nalco and its directors in multiple derivative actions challenging the disclosures and compensation to be paid to the company’s shareholders in connection with its proposed acquisition by Ecolab. Plaintiffs challenged the judgment of the board of directors related to the proposed merger and allege that the purchase price was too low and undervalued shares. Matter settled without payment to plaintiffs.
- Advised two special committees of the board of directors of KeyCorp, one involving a demand and one alleging demand futility, arising from executive compensation and revenue recognition issues, respectively. Both actions were resolved favorably on governance bases.
- Represented the Chair and CEO of a leading financial services firm following shareholder inquiries and subsequent demands concerning executive compensation and the quality of risk disclosures during the period leading up to the financial crisis of 2007-08. Matters were resolved without claims being made or payments to shareholders (or their lawyers).
- Defended Sturm Ruger against consolidated securities class actions filed in Connecticut alleging that certain officers and directors of the company violated federal securities law by issuing public statements failing to predict the adverse consequences of manufacturing and inventory changes at the company; matter settled favorably to our client.
- Successfully defended antitrust, copyright and RICO claims against the board of a standard-setting body and its related entities for alleged exclusionary and predatory conduct.
- Arbitrated a number of complex commercial matters in the financial services industry, including the dispute between Toys “R” Us and Chase over their co-branded credit card program, leading to favorable decisions or resolutions.
- Advised several boards on reorganizing nonprofit organizations to bring them to an equal position with the standards required of public corporations under Sarbanes-Oxley and the listing standards of the principal self-regulatory organizations, including investigation and resolution of federal contracting issues arising
from company conduct.
- Served as Illinois counsel to Kmart Holding, Inc., and its principal shareholder in its successful defense of litigation challenging the merger of Kmart and Sears.
- Served as counsel to Blackstone in its successful defense of a number of matters in Illinois arising from its acquisition of Equity Office Properties. EOP Operating Limited Partnership and Blackhawk Parent, LLC v. Warren E. Speiker, Jr., et al., 07 CH 19272 (Cook County Circuit Court), EOP Operating Limited Partnership and Blackhawk Parent, LLC v. Tooley Trust, UA 12/16/99, et al. 07 CH 21541 (Cook County Circuit Court), Philip Beck v. Equity Office Properties Trust, et al., 06-C-6411 (Northern District of Illinois).
- Appeared in a number of securities or derivative litigation, either for the company, for the board of directors, for committees of the board, or for the company’s auditors. These engagements include, In re AMF Bowling Securities Litigation (company), Felzen v. Andreas (board), United States v. Exide Corporation (board), In the Matter of Mercury Finance Company of Illinois (outside auditors), In re Nanophase Technologies Corporation Securities (company), In re Safety-Kleen Corp. (outside auditors), and In re Int’l Jensen Incorporated Shareholders Litigation (management).
- Civil antitrust litigation includes Toys “R” Us, Inc. v. MasterCard and Visa (Section 1 and Section 2), In re Polypropylene Carpet Antitrust Litigation (Section 1), and In re Nylon Carpet Antitrust Litigation (Section 1).
- Recent intellectual property trials include ONDEO Nalco Company v. Eka Chemicals, Inc. and Learning Curve, Inc. v. PlayWood, Inc. He was lead trial lawyer for Northrop Grumman in Technology Solutions v. Northrop Grumman Corp., a case involving the B-2 bomber, and for Motorola in Motorola v. DBTel (preliminary injunction over use of mobile phone technology) and in ViaStar v. Motorola (technology for remote monitoring of utilities).
- Defended a multinational business and tax consulting company against multibillion dollar claims brought by the bankruptcy trustee for certain bankrupt hedge funds alleging failure to detect a Ponzi scheme.
Over the years, as part of his pro bono commitment, Mr. Dockterman has represented a number of amateur athletes in their disputes with various national and international governing bodies and Olympic committees, including a trial before the International Olympic Committee itself to clear an American weightlifter of charges he used performance enhancing drugs. Another one of his clients won an Olympic gold medal after Mr. Dockterman successfully defended challenges in arbitration and in federal court to her eligibility to compete. Mr. Dockterman also was the first to recover damages from a national governing body for breach of fiduciary duty by wrongly excluding an athlete from an Olympic Team.
Recent Speaking Engagements and Publications
- Quoted, "Courts Making It Harder to Blame the Auditor for Fraud," Compliance Week, March 2013.
- Co-Author, "The Art of Production: How to minimize risk when replying to a subpoena", The New York Law Journal, March 2012.
- Co-Editor of IICLE's 2010 Supplement to Class Actions, published by IICLE Press in April 2010.
- Author of chapter on “The Attorney-Client Privilege and Work Product in Internal Investigations” in The Attorney-Client Privilege in Civil Litigation: Practicing and Defending Confidentiality
- Chaired programs on such topics as The Convergence of Compliance and Corporate Governance: The Blue Ribbon Committee’s Report on Improving the Effectiveness of Corporate Audit Committees and What General Counsel Need to Know About Institutional Investors’ Positions on Corporate Governance
- Chaired panels annually at Law Bulletin White Collar Crime + Corporate Governance Conference
- Regularly lectures at director’s institutes at the Kellogg School of Management on Corporate Governance Issues and the Sarbanes-Oxley Act
- Contributed to several journals and continuing legal education handbooks on antitrust, class action, and criminal issues
- Authored chapters for books on White Collar Law Client Strategies
- Frequent contributor to American Bar Association publications on governance and antitrust
- Served as an instructor at regional programs of the National Institute for Trial Advocacy
- Senior Lecturing Fellow at Duke University School of Law