Practice Areas
Corporate
Corporate Finance
Corporate Governance
Corporate Governance Litigation and Counseling
Global Litigation
Investment Management Litigation
Investment Management Regulation & Compliance
Patent & Trade Secret Litigation
Shareholder Activism
Trial Practice
Admissions
U.S. Court of Appeals for the Federal Circuit
U.S. District Court, Eastern District of New York
U.S. District Court, Northern District of New York
U.S. District Court, Southern District of New York
New York
Education
Cornell Law School - J.D.
Cornell University - A.B.
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Profile
Michael Pinnisi is a partner in the Corporate Group in New York.
Michael joined Cadwalader from Hudson Executive Capital LP, where he served as General Counsel, Chief Compliance Officer, and Chief Operating Officer. Hudson Executive Capital LP is an SEC-registered financial advisor led by founder and managing partner Douglas L. Braunstein, the former CFO and Vice Chairman of JPMorgan Chase. As General Counsel, Michael was responsible for all legal matters of the firm and its several affiliates, including formation of investment vehicles, corporate governance, regulatory compliance, contract negotiation, proxy contest litigation, class action litigation, and consultation with portfolio company management and outside counsel regarding their legal matters. He also served as COO, managing all firm operations including outside counsel selection and management.
Michael’s prior legal experience was a mix of corporate, contract, and litigation across a broad range of subject matters, including corporate formation and finance, high technology development and monetizing, intellectual property, commercial contract negotiation and dispute resolution, breach of fiduciary duty claims, internal corporate investigations, and criminal prosecution and defense, among many others. Over the course of a nearly 40-year career, Michael served as an Assistant U.S. Attorney for the Southern District of New York in its civil and criminal divisions; a Special Assignment Assistant U.S. Attorney in the District of Columbia; a trial attorney in the U.S. Department of Justice Honor Program; General Counsel and Vice President, Business Development at Kionix, Inc., a world leader in microelectromechanical sensor design and manufacturing; founder of a boutique corporate and litigation firm; an associate at two leading international law firms; and an adjunct professor of law at Cornell Law School.
Michael is a named inventor of U.S. Patents in the fields of additive manufacturing and the treatment of infectious disease.
Michael’s professional honors and awards include an “AV Preeminent – Judicial Edition” rating by Martindale-Hubbell, its highest rating for a litigator, reflecting ratings by both lawyers and judges. He has also been recognized by Best Lawyers in America and Super Lawyers for commercial litigation.
Michael’s work at Cadwalader includes both corporate and litigation matters, including contested transactions at the intersection of both.
Experience
Michael’s selected corporate engagements include:
- Politan Capital in its proxy contest and related litigation with Masimo Corporation.
- Hudson Executive Capital LP in capitalization transactions valued up to several hundred million dollars with sovereign wealth funds, fund-of-funds, and high net worth individuals, including formation of special purpose vehicles and negotiation of bespoke side letters for such transactions.
- Hudson Executive Capital LP in its proxy contest and related litigation to replace eight of the ten members of the board of USA Technologies, Inc.
- Hudson Executive Capital LP in collaborative negotiations to appoint board members and observers to portfolio companies including Cardtronics, Inc., Corindus Vascular Robotics, Inc., Eagle Pharmaceuticals, Inc., eHealth, Inc., and ViewRay, Inc.
- Hudson Executive Capital LP in connection with the sale of portfolio companies Cardtronics, Inc. and Corindus Vascular Robotics, Inc.
- Hudson Executive Capital LP regarding the revision and management of all compliance matters for the firm including policy drafting and updating, regulatory filings, employee training, and certifying employee compliance.
- Kionix, Inc. in private placements of capital, subsidiary spinoffs, and ultimate sale of the core business in a cash-plus-stock transaction valued at approximately $750 million.
- Kionix, Inc. in negotiation of strategic supplier, joint technology development, patent licensing, and other agreements regarding high-sensitivity microsensor technologies.
- Kionix, Inc. in its development and acquisition of dozens of patents and supervision of patent maintenance, licensing, and enforcement.
- Emerson Radio Corp., Audit Committee of the Board of Directors, in its internal investigation of related-party transactions.
- Wellgate Products, LLC owners in connection with the sale of all member interest in the company to Lil’ Drug Store Products, Inc.
- Director of private corporations Evaporated Metal Films, Inc., Ithaca Beer Company, Inc., Sacyl Scientific, Inc., and various not-for-profit organizations.
- Outside General Counsel services and specific engagements for corporate and contracting matters for various companies, including start-ups formed to monetize advanced technologies licensed from Cornell University.
Michael’s selected litigation experience includes:
- Defended the former CEO of Worldview Entertainment Holdings, Inc., a producer of Best Picture Oscar-winner Birdman, and co-defendants in a successful effort to dismiss breach of contract and breach of fiduciary duty and related claims (state and federal litigation; arbitration).
- Represented the former owners of American Combustion Industries, Inc. in a successful action against Washington Gas Resources Corp. for wrongful withholding of an earn-out payment following the defendant’s purchase of the ACI company (federal jury trial verdict with fee shifting award).
- Represented Kionix, Inc. in a successful claim for intellectual property rights arising from a disputed joint technology development agreement.
- Represented Strategic Advisory, Incorporated in a successful action for breach of contract against Thomas Properties Group, Inc.
- Advised American Tower Corporation regarding international disputes in connection with the construction and leasing of communication towers.
- Advised the Audit Committee of the Board of Directors of the Emerson Radio Corporation in connection with an internal investigation of disputed related party transactions.
- Represented the United States in a successful prosecution for international contract and procurement fraud involving over 70 corporations operating in three continents.
- Represented the United States in a successful action to enjoin a Mississippi newspaper from publishing advertisements for housing which were overtly discriminatory on the basis of race, sex, and religion.
- Defended the United States and the Federal Bureau of Investigation successfully in a civil action challenging methods employed by the FBI to investigate suspected domestic terrorist threats.
- Defended the United States in a civil action challenging the constitutionality of the Telephone Decency Act of 1987.
- Appointed to serve as a special prosecutor by a New York State court to investigate suspected embezzlement of a law firm’s trust account fund.
- Appointed to serve as a mediator in federal commercial cases in the U.S. District Court for the Northern District of New York.
Generally:
- Represented the United States in over 100 cases, many of which required jury trials in United States District Courts in the Southern District of New York and the District of Columbia and appeals to the Second Circuit Court of Appeals.
- Represented and advised private parties in many more disputed matters and active litigations at the pretrial, bench trial, jury trial, and appellate levels in state and federal courts and arbitrations conducted in venues across the country.
- Many of these matters were resolved by negotiated agreement with confidentiality terms that prohibit disclosure here.
- Engaged by Cornell Law School as an Adjunct Professor of Law to offer courses in pretrial litigation, trial practice, appellate practice, and negotiation and settlement; and to lecture regarding General Counsel performance, technology transfer policies, and legal ethics in adversarial representations.
Selected teaching and speaking engagements include:
- Keynote speaker, Cornell Law School, regarding upholding high ethical standards in the practice of law.
- Panel speaker, Cornell University, regarding optimal methods to monetize tech transfers.
- Panel speaker, American Bar Association, regarding whether attempted settlement employing ADR procedures should be mandatory.
- Adjunct Professor of Law, Cornell Law School, offering courses in pretrial, trial, and appellate advocacy and regarding negotiation strategy and execution.
- Guest Lecturer, Cornell Law School, re the General Counsel function and other subjects.
Named inventor of the following U.S. Patents:
- 10,189,211 – Method for fine processing of additively manufactured component interiors.
- 9,095,578 – Adenylyl cyclase as novel target to treat infection by eukaryotic pathogens.
- 9,017,681 – Adenylyl cyclase as novel target to treat infection by bacteria.
*Many representations occurred prior to Michael’s association with Cadwalader.
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