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Navigating the Waters: Parallel Government Investigations and Securities Litigation 2014


Speaker(s): Michael M. Farhang
Recorded on: Aug. 7, 2014
PLI Program #: 60268

Michael M. Farhang is a former federal prosecutor and a partner in the Los Angeles office of Gibson, Dunn & Crutcher. He is a member of the White Collar Defense and Investigations and Securities Litigation Practice Groups, and handles general civil and criminal matters in the Litigation Department. He has specialized expertise in federal white collar criminal matters and securities and merger-related litigation. Mr. Farhang has significant trial experience and recently handled a successful investigation and trial effort on behalf of a private equity firm that uncovered fraud and secured a nearly $21 million arbitration award for the firm based on common law and securities fraud claims arising from a private company acquisition. In 2012, Mr. Farhang received the Burton Award for Distinguished Legal Writing at the U.S. Library of Congress in Washington, D.C. Mr. Farhang also speaks Spanish.

Government Experience

Between 1996 and 2003, following a judicial clerkship with U.S. District Judge William J. Rea of the Central District of California, Mr. Farhang served with the United States Department of Justice as a federal prosecutor. Mr. Farhang was hired by the Department through the Attorney General’s Honor Program. Between 1996 and 1999, he served with the Criminal and Tax Divisions at the Department headquarters in Washington, D.C. and handled counterterrorism, death penalty, and criminal tax matters. During this time, he also served as a Special Assistant United States Attorney with the U.S. Attorney’s Office for the District of Columbia, where he handled local prosecutions in D.C. Superior Court, including drug possession, assault, and destruction of property crimes. Between 1999 and 2003, Mr. Farhang served as an Assistant United States Attorney with the U.S. Attorney’s Office for the Central District of California, where he specialized in white collar fraud prosecutions (including securities, mail, and wire fraud) in the Major Fraud section, as well as felony drug, immigration, bank robbery, and other matters in the General Crimes Section, and handled numerous investigations, trials, evidentiary hearings, and Ninth Circuit appellate matters. Mr. Farhang was a recipient of the U.S. Department of Justice’s Special Achievement Award during his time with the Department.

In May and June of 2003, immediately following the fall of Saddam Hussein’s regime, Mr. Farhang was selected to travel to Iraq on behalf of the U.S. Department of Justice as part of a 13-member legal team (consisting of federal judges, federal prosecutors, and public defenders) working with the Coalition Provisional Authority on reconstruction of the Iraqi judicial system. Mr. Farhang received the U.S. Assistant Attorney General’s Award for Furthering U.S. Interests Overseas based on his service in post-combat Iraq on behalf of the Department. Mr. Farhang’s work in Iraq included assessments of the court systems and judicial personnel in Baghdad, al-Basrah, al-Nasiriyah, and other urban centers. In February and March of 1999, Mr. Farhang also served on behalf of the Department with a two-person prosecutorial assessment team in the West Bank and Gaza researching the criminal justice system in the Palestinian Authority.

Community Activities

Mr. Farhang currently serves on the Executive Committee of the Los Angeles County Bar Association’s Litigation Section, and he is a former member of the Board of Directors and Advisory Board of the national Iranian-American Bar Association (IABA). Since 2007, he has served on the Board of Directors of the Los Angeles Center for Law and Justice, a nonprofit 501(c)(3) legal aid organization based in Boyle Heights that has provided legal representation to low-income communities in East L.A. for nearly 40 years. He is also a member of the Pacific Council on International Policy. Mr. Farhang currently serves as one of the two Pro Bono Partners for Gibson Dunn’s Los Angeles office, and is a member of Gibson Dunn’s firmwide Hiring, Pro Bono, Compensation, and Professional Development Committees, as well as its Los Angeles-area Community Affairs Committee.

Practice and Representative Matters

In private practice, Mr. Farhang has represented a variety of corporate and individual clients in white collar criminal, securities, and general business litigation matters. He has substantial experience with internal investigations on behalf of large corporate clients, as well as representations in the context of government investigations (including U.S. Department of Justice and Securities and Exchange Commission investigations) and voluntary disclosures. Mr. Farhang has handled representations related to insider trading, securities fraud, Foreign Corrupt Practices Act (“FCPA”), health care and Medicare fraud, mail and wire fraud, and other criminal and regulatory issues. Mr. Farhang also has specialized experience in the investigation and prosecution of claims of fraud in the context of company acquisitions.

In addition, Mr. Farhang has handled a variety of civil litigation matters, including securities and shareholder derivative suits and other commercial disputes. His civil litigation and arbitration experience includes proceedings involving securities fraud, breach of fiduciary duties, trade secrets, accountant liability, unfair trade practices, and contract disputes.

Mr. Farhang has conducted investigative and compliance monitorship work in nine countries, and has expertise in FCPA compliance and investigations.

Some of his civil and white collar criminal engagements have included:

  • Representing a multinational company and several affiliated directors in civil shareholder class action and derivative litigation in Delaware’s Court of Chancery relating to a more than $8 billion stock transaction;
  • Representing a public company in civil securities litigation involving one of the early shareholder derivative suits based on the Say-On-Pay provisions of the Dodd-Frank Act. The shareholder action was dismissed with prejudice at the pleading stage;
  • Serving as one of the lead lawyers on the defense team that obtained the complete dismissal with prejudice of the federal and state securities litigation involving allegations of stock option backdating in In re Computer Sciences Corporation Shareholder Derivative Litigation, CV 06-5288-MRP (C.D.Cal.), and In re Computer Sciences Corporation Options Litigation, Case No. 353316 (L.A. Superior Court), litigation in which Gibson Dunn represented Computer Sciences Corporation, its senior management, and Board of Directors;
  • Handling the Ninth Circuit appeal resulting in affirmance of the dismissal in the federal Computer Sciences Corporation securities litigation;
  • Handling internal investigations regarding FCPA issues for public-company clients and conducting investigative or compliance monitorship work (including FCPA-related work) in Mexico, Argentina, Colombia, Germany, Egypt, Indonesia, the Netherlands, Brazil, and Singapore;
  • Serving as one of the lead lawyers on a Gibson Dunn team assisting the FCPA Counsel to the first non-U.S. compliance monitor in connection with the largest ever FCPA settlement, an engagement that includes work in numerous countries (including in Latin America and Europe) and involved substantial Spanish-language witness interviews;
  • Conducting a significant internal inquiry for a corporate client relating to OFAC sanctions enforcement issues, an inquiry that involved work in the U.S., Europe, and Asia;
  • Representing auditors of a Big Four accounting firm in civil and criminal litigation relating to stock option backdating allegations at a public company;
  • Representing a number of directors of a public company in subprime-related shareholder derivative litigation in California state court;
  • Serving as one of the lead trial attorneys in the federal trial defense of former Fleishman Hillard executive Douglas Dowie, who was accused of defrauding municipal agencies, in United States v. Dowie and Stodder, CR 05-27 (C.D.Cal.). Mr. Farhang also drafted the successful post-conviction motion before the Ninth Circuit in United States v. Dowie and Stodder that obtained a stay of the execution of sentence for Douglas Dowie based on substantial appellate questions;
  • Handling representations of other corporate, senior management, and director clients in various state and federal securities suits involving allegations of options backdating;
  • Successful representation of a former public company CEO in an SEC insider trading investigation. The SEC declined to pursue any charges against the client;
  • Representing an investment adviser in an SEC insider trading investigation relating to allegations involving the former CEO of a large institutional lender;
  • Successful representation of a former healthcare services company CEO in a U.S. Department of Justice false claims investigation and related civil qui tam litigation regarding allegations of improper Medicare billing and kickback practices. The Department of Justice ultimately did not join the qui tam litigation or pursue any charges against the client; and
  • Serving on the Gibson Dunn team representing a high-level U.S. Government official with respect to a federal grand jury investigation.
Recent Recognition

Mr. Farhang has consistently been recognized as a leading lawyer in the field of white collar criminal defense by The Best Lawyers in America® from 2011 through 2014, and was also recognized as a “future star” in the Litigation area in the 2010 through 2012 editions of Institutional Investor’s Benchmark Litigation Guide. He was named a “Best Lawyer” in the field of Criminal Defense in the June 2010 edition of Corporate Counsel Magazine. Mr. Farhang has also been named a Southern California Super Lawyer in the field of white collar criminal defense in various years. He was profiled in Latin Lawyer’s 2013 Anti-Corruption Survey for his experience handling FCPA matters in Latin America.

Education

Mr. Farhang graduated Phi Beta Kappa from Harvard College, receiving an A.B. magna cum laude in Government and Near Eastern Languages and Civilizations in 1992. During his time in college, Mr. Farhang served overseas as a U.S. State Department Intern at U.S. Embassies in Saudi Arabia and the United Arab Emirates. He received his Juris Doctor cum laude from Harvard Law School, where he was a Developments/Comments Editor on the Harvard International Law Journal. Mr. Farhang is the author of “Terrorism and Military Trials in Egypt: Presidential Decree No. 375 and the Consequences for Judicial Authority,” 35 Harvard International Law Journal 225 (1994). As noted above, he served as a judicial law clerk to the Honorable William J. Rea, U.S. District Judge, Central District of California, in 1995-1996. Mr. Farhang is a member of the California Bar and is admitted to practice in the Central District of California and the Ninth Circuit.

Publications

“Due Diligence and the Specter of Fraud in the Private M&A Context,” with Aaron Bloom and Scott Meadow, Bloomberg BNA Securities Law Daily Bulletin (October 22, 2013)

Parallel Proceedings and Criminal Justice: Critical Issues and Guiding Principles, listed as a Principal Author, ABA Task Force Publication (September 24, 2013)

“When a Whistleblower Walks: Dodd Frank and the Challenges that Employee Departures Present,” with Susannah Wright, Bloomberg BNA Pension & Benefits Daily (August 19, 2013)

“How to Deal With Business Corruption Risks in Mexico,” with F. Joseph Warin and Elizabeth Goergen, International Financial Law Review (January 30, 2012)

“Handling Internal Investigations in the Executive Compensation Area,” with James Zelenay, Bureau of National Affairs Pension & Benefits Daily (November 7, 2011)

“Dealing with Tipsters Under Dodd-Frank,” with Susannah Wright, The Recorder (June 27, 2011)

“White Collar Defense Roundtable” (Panelist), California Lawyer (July 2010)

“Corporate Miranda Warnings: Defining Your Role and Avoiding Pitfalls in Internal Company Investigations,” (with Dan Weiss), ABA Litigation, Vol. 36 No. 3 (Spring 2010)

“Section 1519: Why Obstructing an Investigation by Company Counsel May Now Be a Federal Crime,” BNA's White Collar Crime Report, March 13, 2009

“Option Backdating and Independent Directors: An Analysis of Litigation Trends,” BNA Inc.’s Corporate Governance Report, October 6, 2008

“Stock Option Backdating and the Independent Director: An Analysis of Litigation Trends,” BNA’s Executive Compensation Library on the Web, September 2008

“A New Frontier: U.S. v. Reyes and Sentencing Considerations in Stock Option Backdating Cases” (with Debra Wong Yang), ABA-CLE White Collar Crime 2008 (2008 ABA White Collar Crime Conference publication)

“Signs of a Nascent Democracy Appear to Be Emerging in Iraq,” Los Angeles Daily Journal, September 9, 2004

“Reconstructing Justice,” Los Angeles Lawyer, July-August, 2004

“Handover of Power Transfers Risks As Well As Responsibility,” Los Angeles Daily Journal, June 30, 2004

“Will Power-Sharing Accords Be Able to Hold Iraq Together?,” Los Angeles Daily Journal, May 27, 2004

“Jurists Who Will Judge Saddam Must Be Selected With Care,” Los Angeles Daily Journal, April 1, 2004


PRACTICES
Antitrust and Competition
Crisis Management
Securities Enforcement
Securities Litigation
White Collar Defense and Investigations
EDUCATION
Harvard University
1995 Juris Doctor
1992 Bachelor of Arts
ADMISSIONS
California Bar
RECENT PUBLICATIONS
The Interplay Between Government Investigations and Civil Securities Litigation
Financial Due Diligence and the Specter of Fraud in the Private M&A Context
When a Whistleblower Walks: Dodd-Frank and the Challenges That Employee Departures Present
How to Deal with Business Corruption Risks in Mexico
Handling Internal Investigations in the Executive Compensation Area