Michael C. Wagner


  • Franklin & Marshall College
    B.A., Government 1992
  • University of Pittsburgh School of Law
    J.D. 1996, Lead Executive Editor, Journal of Law and Commerce
  • Pennsylvania
  • USCA, Third Circuit
  • USDC, Eastern District of Pennsylvania
  • USDC, Western District of Pennsylvania
  • USDC, District of Colorado

Michael C. Wagner is a partner in the Firm’s corporate takeover and stockholder derivative department, prosecuting breach of fiduciary claims against public company officers and directors on behalf of the firm’s individual and institutional clients.   

A seasoned litigator with nearly 20 years of trial and appellate litigation experience, Michael has previously represented Fortune 500 companies, venture capital funds, and financial institutions in a wide variety of matters.  His work focuses on the nuanced duties owed by officers and directors to stockholders in the context of mergers and other fundamental corporate transactions.  Michael frequently appears for the Firm’s clients in the Delaware Court of Chancery and other jurisdictions across the country.   

Representative Outcomes
  • Obtained injunction in class action litigation that stopped a proposed private equity buyout from going forward at an inadequate price. 

    The court ordered the company to disclose to shareholders that it had received—and refused—a superior offer from a third party. As a result, the proposed transaction broke up and the company sold for a 13% premium on the original deal. The court complimented the “exceptionally favorable result for Amicas’ shareholders.”

  • In a case that a Delaware Chancery Court Vice-Chancellor called “real hard-fought litigation in a complicated setting,” we co-led a challenge to a hostile takeover of Genentech by its majority shareholder, Roche.

    The dispute’s turning point came when we secured an injunction to compel enforcement of the parties’ pre-existing affiliation agreement. As a result, Genentech’s independent directors were able to negotiate an additional $3.9 billion in merger consideration for our client, the Alameda County Employees’ Retirement Association, and the class it represented.

  • Represented the Erie County Employees’ Retirement System, shareholders of GSI Commerce (GSI), in a class action challenging the company’s acquisition by eBay.

    We alleged that GSI’s founder breached his fiduciary duties by negotiating a secret deal with eBay to buy several GSI subsidiaries at below market prices before the eBay acquisition—significantly reducing the acquisition price paid to GSI stockholders. In addition,  we alleged that GSI’s board breached its fiduciary duties to stockholders by allowing the founder’s acquisition and failing to disclose it to stockholders. Plaintiffs achieved a $24 million settlement to address the claims of unfair dealing.


Oklahoma Tax Commission v. Jefferson Lines: Commerce Clause Restraints on State Taxing Power, 14 J. L. & COM. 277 (1995).

Community Involvement

Planned Parenthood of Southeastern Pennsylvania