Michael C. Tu

Partner

Los Angeles


Read full biography at www.orrick.com
Michael Tu leads the firm's securities litigation practice in Southern California, with nearly 25 years of experience obtaining successful results for clients in stockholder litigation, regulatory investigations and proceedings, and mergers and acquisitions disputes under the federal and state securities laws.  He provides practical and business-focused advice to business executives and boards on securities and corporate governance matters.

Michael is recognized as a leading trial lawyer who has successfully prosecuted and defended numerous trials to verdict in federal and state courts, and is among the few lawyers in the country who have defended a securities class action trial to verdict.  That shareholder class action trial, which resulted in a complete defense verdict, was recognized as one of the "Top Defense Verdicts" in California by the Daily Journal.

In addition to his representation of clients in litigation disputes, he provides counsel to public and private companies regarding securities, corporate governance and disclosure issues, and has represented numerous board committees and accounting firms in connection with investigatory and litigation matters. He frequently advises multi-national companies and executives based in the United States, Asia and Europe with respect to business disputes and securities matters. His successful representation of clients in high-profile securities and corporate governance disputes has been widely reported in the media (Los Angeles Times, Wall Street Journal, New York Post, Hollywood Reporter, Variety, New York Times, Fortune, The Recorder), and he has been recognized as one of the "Most Influential Minority Attorneys in Los Angeles" by the Los Angeles Business Journal.

Michael is:

  • Recommended for his “range of expertise, including the defense of securities class actions and M&A litigation,” “for the fact that he ‘takes a macro approach and looks very far down the line’” with a "'good oratory style'” (Chambers USA, 2015), and "The knowledge level that he has, his attention to detail and his communication skills are outstanding." (Chambers USA, 2017)
  • “Praised” “for his litigation skills” defending securities matters “in both federal and state courts”, noted as “particularly strong in securities class actions with a cross-border element” (The Legal 5002015) and "cares about clients and has innovative ways of solving their problems."  (The Legal 500, 2016)
  • Rated by clients and peers as an “Excellent trial attorney with practical sense” who has “a high level of expertise in the securities litigation field,” “practices with the highest ethical standards,” and “has a remarkable ability both to see the big picture and to sweat the details, and brings excellent judgment to bear on both fronts.” (Martindale-Hubbell)

Michael has moderated and spoken at numerous events on securities law and corporate governance developments, including as a past faculty member of the Stanford Senior Executive Leadership Program, where he has taught business executives and leaders on subjects such as cross-border litigation, risk management and securities and accounting liability issues.

Michael serves as a member of the Board of Directors of the Constitutional Rights Foundation.  He is a member of the Executive Committee of the Litigation Section of the Los Angeles County Bar Association, where he has served as the Court Alerts Editor, and as Co-Chair of the Federal Courts, Programs and Breakfast at the Bar Committees.  He is also a member of the Board of Advisors of the monthly Securities Reform Act Litigation Reporter publication.  He served as a Lawyer Representative for the Central District of California to the Ninth Circuit Judicial Conference from 2006-2009.

Posts by: Michael Tu

Cornerstone Releases Updated Study of M&A Litigation

On April 25, 2012, Cornerstone Research released an interesting report entitled “Recent Developments in Shareholder Litigation Involving Mergers and Acquisitions—March 2012 Update.”  The report notes that the incidence of litigation in connection with mergers valued at $500 million or greater rose from 57% in 2007 to 96% in 2011.  This observation has already caught the attention of the Delaware Chancery Court where Vice Chancellor Laster commented in a teleconferenced ruling, “I don’t think for a moment that 90%—or based on recent numbers—95% of deals are the result of a breach of fiduciary duty.  I think there are market imbalances here and externalities that are being exploited.  What this means is that the Court needs to think carefully about balancing.”

The report also shows that the number of lawsuits per litigated deal increased from an average of 2.8 in 2007 to 6.2 in 2011.  The absolute count of lawsuits involving deals with values of $500 million or greater also nearly doubled from 289 in 2007 to 502 in 2011.  The report also noted that as of March 2012, 67 lawsuits have already been reported for 13 out of 17 deals announced during January and February.

Lesser-Known SEC Rule Compels Dismissal of Securities Act Claims

Relying on a lesser-known U.S. Securities and Exchange Commission rule, the Southern District of New York dismissed over forty underwriter and director defendants from a securities action against General Electric Co. on April 18, 2012.  Shareholders alleged that GE made false statements in connection with a $12 billion secondary stock offering in 2008, including misrepresentations about its ability to sell commercial paper.  GE, which was mostly financed by 30-day commercial paper, encountered difficulties in funding its operations after the collapse of Lehman Brothers in September 2008.

District Judge Denise Cote ruled that older statements incorporated by reference into the offering documents were modified and superseded by subsequent statements under SEC Rule 412, and that statements made by GE in its Forms 10-K between 2004 and 2007, expressing confidence in its commercial paper position, could not be relied upon to state a Securities Act claim.  Citing SEC Rule 412, Judge Cote found that the 2008 offering’s prospectus supplement warned of potentially impaired access to the commercial paper market, and thus “directly modif[ied] and replace[d] the earlier statements” of GE.  Judge Cote also rejected lead plaintiff’s argument that the newer statements were merely standardized “boilerplate.”

The ruling modified a January 2012 opinion from District Judge Richard Holwell in one of his last opinions before retiring from the bench.  Upon reassignment of the matter Judge Cote granted defendants’ pending motions for reconsideration of the January opinion with respect to all surviving claims under the Securities Act and Exchange Act.  Judge Cote’s ruling did not dispose of the entire action, keeping intact the Exchange Act claims against GE and its chief financial officer for alleged misstatements about the quality of the company’s loan portfolio.

In re: General Electric Co. Securities Litigation, case number 1:09-cv-01951, United States District Court for the Southern District of New York.