R. Michael Lindsey
Senior Counsel
Mike is a skilled litigator with over 35 years’ experience in complex business litigation, including corporate governance, mergers and acquisitions, securities and antitrust class action, commercial, and white-collar crime/regulatory enforcement matters, as well as corporate internal investigations. He has represented public and privately held companies, board committees, directors, senior executive officers and investors. Mike joined Esbrook P.C. in August 2025 after 7 years at Ballard Spahr in Wilmington, Delaware.
Mike began his legal career in the Delaware office of Skadden during the hostile takeover boom of the late 1980’s, and over the next ten years was involved in some of the seminal Delaware corporate governance cases of the late 80’s and 90’s. Mike has litigated before the Delaware Supreme Court, Chancery Court, the Delaware Superior Court Complex Commercial Division, federal District Courts and Courts of Appeal across the country, and in the United States Supreme Court.
Selected Corporate Litigation
- Played a pivotal role in successful Delaware Chancery Court litigation and key SEC filings to facilitate stockholder consent solicitation electing slate of directors nominated by ousted corporate founder of publicly traded company.
- Represented nonprofit companies in Delaware Chancery Court actions successfully challenging coercive membership consent solicitation attempting to cram down improperly approved merger.
- Represented acquiror and target company (Technicolor, Inc.) directors in successfully defending combined trial of stockholder post-merger appraisal and fiduciary duty litigation and subsequent Delaware Supreme Court appeals, including the appeal affirming Chancellor Allen’s post-trial decision dismissing fiduciary duty and aiding and abetting claims because defendants had met their burden of demonstrating that the merger was entirely fair. Cinerama, Inc. v. Technicolor, 663 A.2d 1156 (Del. 1995).
- Represented class of holders of USD Libor Based floating rate bonds in litigation before the United States Supreme Court, Second Circuit Court of Appeals, and the U.S. District Court for the Southern District of New York. Primarily responsible for identifying certiorari opportunity and drafting legal arguments that resulted in successfully overturning the District Court’s dismissal of Sherman Act price-fixing claims across the USD LIBOR-based Financial Instruments Antitrust Litigation MDL for lack of antitrust injury, after successfully overturning, in the U.S. Supreme Court, the Second Circuit’s dismissal of the floating rate bondholder class representatives’ appeal. Gelboim v. Bank of Am. Corp., 135 S. Ct. (2015); Gelboim v. Bank of Am. Corp., 823 F.3d 759 (2nd Cir. 2016).
Selected Post-Acquisition Contract/Fraud Matters
- Represented private equity buyer in post-acquisition fraud litigation in U.S. District Court and Delaware Superior Court Complex Commercial Division against sellers.
- Represented officer/selling stockholder in in post-acquisition fraud litigation brought by private equity buyer in Delaware Chancery Court and transferred to Delaware Superior Court Complex Commercial Division.
Selected Corporate Compliance/Internal Investigation Matters
- Represented industrial end-user of interest rate swaps in SEC investigation stemming from highly publicized Bankers Trust derivatives marketing fraud investigation, obtaining declination of enforcement action after presentation of evidence to SEC enforcement and accounting staff.
- Represented independent committee of board of directors in sensitive internal investigation leading to termination of CEO of major publicly-traded consumer products company.
- Represented major financial institution in investigative field work leading to declination of prosecution in federal white collar crime investigation by the U.S. Attorney for the Northern District of Florida.
Selected Stockholder Derivative Actions
Represented stockholder plaintiffs in commencing and settling numerous derivative actions focusing on failures in board oversight of compliance and risk management. The settlements were based on negotiated improvements to the nominal Defendant corporations’ board oversight and compliance policies, procedures and practices at the operating and senior management levels. These actions included:
- In Re Johnson & Johnson Derivative Litig., 2013 U.S. Dist. LEXIS 172545 (D. N. J. November 25, 2013);
- In re Moody’s Corporation Shareholder Derivative Litigation, (S.D.N.Y. Sept. 7, 2012); and
- Lambrecht v. Taurel, 2010 U.S. Dist. LEXIS 75633 (S.D. Ind. June 8, 2010) (Eli Lilly).