MICHAEL C. WAGNER, a partner of the firm, handles class-action transactional litigation and shareholder derivative litigation for the Firm’s individual and institutional clients.  Since joining Barroway Topaz, Mr. Wagner has enjoyed success in cases that achieved substantial monetary recoveries for stockholders of public companies in cases arising from corporate mergers and acquisitions, including:  In re Genentech, Inc. Shareholders Litigation, Consolidated C.A. No. 3911-VCS (Del. Ch.) (settlement achieved a $3.9 billion benefit for Genentech’s stockholders in a merger with Roche); In re Anheuser Busch Companies, Inc. Shareholders Litigation, Consolidated C.A. No. 3851-VCP (Del. Ch.) (settlement required enhanced disclosures to stockholders and resulted in a $5 per share increase in the price paid by InBev in its acquisition of Anheuser-Busch). 

Mr. Wagner has also had a lead role in litigation that resulted in enhanced shareholder rights and corporate reforms in merger contexts, including: In re SkyTerra Communications, Inc. Shareholder Litigation, Consolidated C.A. No. 4987-CC (Del. Ch.) (settlement requires that a going-private merger with a controlling stockholder be approved by a majority vote of unaffiliated minority stockholders) (pending); In re Emulex Shareholder Litigation, Consolidated C.A. No. 4536-VCS (Del. Ch.) (litigation caused company to redeem “poison pill” stock plan and rescind supermajority bylaw); Solomon v. Take-Two Interactive Software, Inc., C.A. No. 3064-VCL (Del. Ch.) (settlement required substantial enhanced disclosures to stockholders regarding executive compensation matters in advance of director elections, and litigation caused company to redeem “poison pill” stock plan).  Mr. Wagner has also been involved in shareholder derivative cases involving executive compensation matters, such as In re KV Pharmaceutical Co., Inc., Derivative Litigation, Case No. 4:07-cv-00384-HEA (E.D. Mo.) (litigation caused executives to make financial remediation of approximately $3 million and resulted in enhanced internal controls at the company concerning financial reporting); In re Medarex, Inc. Derivative Litigation, Case No. MER-C-26-08 (N.J. Super.) (settlement resulted in approximately $9 million in financial remediation and substantial corporate governance reforms related to executive compensation).

A graduate of Franklin and Marshall College and the University of Pittsburgh School of Law, Mr. Wagner has clerked for two appellate court judges and began his practice as a commercial litigator at a Philadelphia-based litigation firm, representing clients in business and corporate disputes across the United States.  Mr. Wagner has also represented Fortune 500 companies in employment litigation.  He has extensive nationwide litigation experience and is admitted to practice in the courts of Pennsylvania, the United States Court of Appeals for the Third Circuit, and the United States District Courts for the Eastern and Western Districts of Pennsylvania, the Eastern District of Michigan, and the District of Colorado. 

Michael Wagner
Main: (610) 667.7706
Direct: (610) 822.0248
Fax: (610) 667.7056
mwagner@btkmc.com
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