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Michael S. Flynn


Represents clients in securities, professional liability, commercial and bankruptcy litigation. Extensive experience representing accounting firms.

Michael represents clients involved in civil litigation, including securities, professional liability, commercial and bankruptcy matters. He has significant experience litigating class action issues as well as civil turnover litigation and related cases.

Michael is a lawyer of choice for the major U.S. and foreign accounting firms, including PricewaterhouseCoopers and Deloitte. Clients retain him when dealing with complex accounting issues in securities and professional liability actions; regulatory investigations and enforcement matters conducted by the SEC, DOJ and PCAOB; and in connection with arbitration.

He is a co-author of the chapter on professional liability in Business and Commercial Litigation in Federal Courts, a leading treatise in the field.

Experience highlights

  • PricewaterhouseCoopers in connection with:
    • SEC action against PwC (China) alleging violations of Sarbanes-Oxley and SEC Rules of Practice when the firm refused to produce auditing documents on China-based companies the SEC was investigating
    • Complete dismissal with prejudice of securities litigation brought in connection with a public offering issued by CBD Energy Limited, an Australian energy corporation
    • State-law class action and derivative claims brought by a putative class of shareholders in connection with alleged misrepresentations by the PR Global Maturity Fund
    • Numerous Madoff-related lawsuits, including dismissal of a multibillion dollar complaint filed in the aftermath of the Madoff collapse; dismissal of multidistrict litigation related to Optimal Funds; dismissal of all claims brought by purported investors in Thema Funds; litigation brought by shareholders in Kingate Global Fund and Kingate Euro Fund; and litigation brought by investors in Fairfield Sentry, one of the largest funds that invested with Madoff
    • Multidistrict federal securities litigation and related regulatory investigations arising out of the massive fraud perpetrated by former management of one of India’s most well-known companies, Satyam Computer Services
    • All civil and regulatory matters involving Dell, including securing dismissal for all actions related to a settlement of consolidated class action lawsuits entered into by Dell
    • MDL proceedings in the U.S. District Court of New Hampshire related to cases filed by state pension funds arising out alleged fraud by Tyco’s former management
  • IBM and senior officers in both a class action securities litigation and a follow-on ERISA suit alleging breach of fiduciary duties
  • Citibank in litigation in the United States and Argentina related to payments to holders of $8.4B in bonds issued by the Republic of Argentina
  • Aetna and four of its directors and officers in a multi-billion securities class action case; the dismissal, affirmed on appeal, created important law regarding the appropriate analysis for determining whether company statements are forward-looking and subject to safe-harbor rules
  • AstraZeneca in multiple AWP proceedings in various courts, including as trial counsel in one of the first AWP trials in federal court in Boston




Benchmark Litigation – United States and New York, Future Star


J.D., New York University School of Law
  • magna cum laude
  • Order of the Coif
  • Member, New York University Law Review
A.B., Princeton University
  • cum laude


Law Clerk, Hon. Marie L. Garibaldi, Supreme Court of New Jersey, 1993-1994

Professional history

  • Davis Polk since 1994

Qualifications and admissions

  • State of New York
  • U.S. Court of Appeals, D.C. Circuit
  • U.S. Court of Appeals, Eleventh Circuit
  • U.S. Court of Appeals, First Circuit
  • U.S. Court of Appeals, Second Circuit
  • U.S. Court of Appeals, Sixth Circuit
  • U.S. District Court, Colorado
  • U.S. District Court, E.D. Michigan
  • U.S. District Court, E.D. New York
  • U.S. District Court, S.D. New York
  • U.S. Supreme Court
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