Michael M. Farhang is a former federal prosecutor and a partner in the Los Angeles office of Gibson, Dunn & Crutcher. He is a Chambers-ranked attorney and practices in the White Collar Defense and Investigations and Securities Litigation Practice Groups. Mr. Farhang is an experienced litigator and trial attorney who has earned more than $40 million in recoveries for corporate clients pursuing fraud, contract, and M&A-related claims. He specializes in the defense of companies, directors, and executives in DOJ and SEC investigations and in shareholder class actions, derivative suits and other commercial litigation. Mr. Farhang has tried more than 25 cases in government and private practice.
Chambers and Partners has described Mr. Farhang as “fantastic and very strong” in his representation of clients, and he is recognized by Chambers Global and Chambers Latin America for his international white collar expertise. Chambers Latin America has described him as “a go-to figure for international operations compliance.” In 2015, the Los Angeles Business Journal named him to their “Most Influential Lawyers: White Collar and Cyber Crime” list, which recognizes 27 “stellar attorneys in Los Angeles.” He has served as a lecturer-in-law at University of Southern California’s Gould School of Law and recently co-taught a course on federal criminal law. Mr. Farhang has repeatedly been recognized as a leading litigator by The Best Lawyers in America®, and has been named as a California “Litigation Star” by Benchmark Litigation, which in the past has also recognized him as a “Future Litigation Star.” He was also named a “Best Lawyer” in the field of Criminal Defense in Corporate Counsel magazine. Mr. Farhang is a frequent speaker and published author on a variety of white collar and securities litigation issues and regularly presents on these topics at national conferences and through webcasts. Mr. Farhang also speaks Spanish.
Practice and Representative Matters
Mr. Farhang has a diverse white collar criminal and civil litigation practice. In the white collar area, he regularly represents corporate and individual clients in DOJ and SEC investigations and has specific subspecialties in Foreign Corrupt Practices Act (FCPA) and Anti-Money Laundering (AML) matters and Latin American corporate investigations. Mr. Farhang has conducted investigations and compliance work relating to FCPA, AML, and OFAC issues in ten countries, including Mexico, Brazil, Argentina, Peru, and Colombia, and regularly leads investigations for clients conducted in Spanish. Mr. Farhang’s other white collar experience includes advising on FCPA, AML and other compliance issues in cross-border M&A transactions and defending clients in government investigations or prosecutions relating to FCPA issues, insider trading, securities fraud, health care and Medicare fraud, mail and wire fraud, and other criminal and regulatory issues.
In the civil litigation area, Mr. Farhang’s practice includes commercial, securities and M&A-related litigation, and he has specific subspecialties in post-M&A fraud claims and shareholder derivative and class action litigation. He has a track record of securing significant recoveries for M&A buy-side clients who believe they have been defrauded by sellers and has won recoveries exceeding $40 million, in one case achieving a multimillion-dollar settlement shortly after filing the complaint for fraud and in another winning a significant arbitration award after a victory at trial. Mr. Farhang has handled the defense of Delaware-law fiduciary duty claims in Delaware’s Court of Chancery and California state and federal court. His other civil litigation experience includes commercial disputes involving claims of common law and federal and state securities fraud, breach of fiduciary duty, trade secrets, unfair trade practices, and breach of contract.
Some of Mr. Farhang’s representative civil and white collar criminal engagements include the following:
- Led defense of DOJ and SEC investigations for Fortune 500 multinational company regarding whistleblower claims of alleged bribery and FCPA violations relating to Latin America operations. DOJ and SEC declined any enforcement action with respect to Gibson Dunn’s client.
- Led defense of SEC investigation for publicly traded semiconductor company regarding whistleblower allegations of securities fraud. SEC declined enforcement with respect to Gibson Dunn’s client.
- Represented Brazilian energy company PetrÓleo Brasileiro S.A. (“Petrobras”) with respect to U.S. government investigations and coordinated DOJ and SEC resolutions relating to internal controls, books and records, and financial statements issues arising out of Operation Car Wash (“Lava Jato”).
- Advised Walmart regarding its 2018 acquisition of a $16 billion majority stake in India’s Flipkart Private Ltd., as profiled in Law360 and other publications.The Flipkart transaction has been described as the largest e-commerce acquisition in history.
- Advised a major international food and beverage manufacturer regarding a multibillion-dollar cross-border acquisition of a multinational beverage equipment company.
- Led an internal investigation relating to anticorruption issues for a major multinational healthcare sector company relating to operations in Mexico and Argentina.
- Retained as M&A FCPA counsel to a bidder consortium relating to a multibillion-dollar Latin American infrastructure project.
- Led an AML investigation for a Fortune 500 public company client in Latin America.
- Led the investigation and successful pursuit of fraud and RICO claims by a corporate buyer against the seller of a California-based health products company in an M&A transaction. The claims were settled shortly after the complaint was filed, resulting in a settlement worth in excess of $20 million for Gibson Dunn’s client.
- Represented Vivendi S.A., a French multinational media 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 repurchase transaction with Activision Blizzard, Inc., a California-based software and gaming company.
- Secured a $21 million damages award in an M&A-related fraud case on behalf of a private equity client that purchased a California-based manufacturing company. Mr. Farhang led the investigation that uncovered fraud by the seller of the acquired company and co-tried the successful arbitration that resulted in the award for Gibson Dunn’s private equity client.
- Represented a leading multinational banking institution with respect to DOJ and SEC investigations into alleged foreign-currency manipulation. Mr. Farhang handled various aspects of the bank’s internal investigation as part of a larger Gibson Dunn team and assisted with formulation of the bank’s legal strategy.
- Represented Jacobs Engineering, a leading international engineering and construction 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.
- Served as one of the lead lawyers on the Gibson Dunn 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. Super. Ct.), litigation in which Gibson Dunn represented Computer Sciences Corporation, its senior management, and its Board of Directors.
- Handled the Ninth Circuit appeal resulting in affirmance of the dismissal in the federal Computer Sciences Corporation securities litigation.
- Handled internal investigations regarding FCPA issues for public-company clients and conducted investigative or compliance monitorship work (including FCPA-related work) in Mexico, Argentina, Colombia, Germany, the U.K., Egypt, Indonesia, the Netherlands, Brazil, and Singapore.
- Served 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.
- Conducted 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.
- Represented auditors of a Big Four accounting firm in civil and criminal litigation relating to stock option backdating allegations at a public company.
- Represented a number of corporate directors of Moneygram International, Inc., a publicly held money transfer company, in subprime-related shareholder derivative litigation in California state court.
- Served 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.
- Handled 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.
- Represented an investment adviser in an SEC insider trading investigation relating to allegations involving the former CEO of a large institutional lender.
- Represented a former health care 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.
- Served on the Gibson Dunn team representing a high-level U.S. Congressional representative with respect to a federal grand jury investigation.
Between 1996 and 2003, 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, criminal tax, and money laundering matters.
From 1999 to 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, wire, and tax fraud) in the Major Fraud 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 and served in Iraq on behalf of the Department in 2003 as part of a 13-member legal team (consisting of federal judges, prosecutors, and public defenders) working with the Coalition Provisional Authority on reconstruction of the Iraqi judicial system.
Additional Recent Recognition
Mr. Farhang is ranked “Band 3” by Chambers Global 2016 and Chambers Latin America Fraud and Corporate Investigations 2016 for his expertise advising on FCPA matters and compliance issues in Latin America. In 2015, Mr. Farhang was again named a Southern California Super Lawyer in the field of white collar criminal defense. He was profiled in Latin Lawyer‘s 2013 Anti-Corruption Survey for his experience handling FCPA matters in Latin America. In 2004, he received the U.S. Department of Justice’s U.S. Assistant Attorney General’s Award for Furthering U.S. Interests Overseas (presented by then-Assistant Attorney General Christopher Wray) and was awarded the Burton Award for Distinguished Legal Writing at the U.S. Library of Congress in Washington, D.C. in 2012.
Mr. Farhang is a Lecturer in Law at USC Gould School of Law, where he has co-taught a course on federal criminal law issues. He also is a past member of the California State Bar’s Federal Courts Committee and the Executive Committee of the Los Angeles County Bar Association’s Litigation Section. Mr. Farhang also serves on the board of directors of the Children’s Law Center, a nonprofit child advocacy organization that represents all of the nearly 33,000 children in Los Angeles and Sacramento Counties who come under the jurisdiction of juvenile dependency courts. At Gibson Dunn, Mr. Farhang is a member of the firm’s Associate Compensation Committee.
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. 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). Mr. Farhang 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.
- “Cybersecurity and the Future of SEC Enforcement,” Los Angeles and San Francisco Daily Journals (June 5, 2019)
- “Why Law Firms Must Have a Compliance Plan for PE Clients” Law360 (featured) (May 17, 2019)
- “Looking Back and Ahead at the False Claims Act,” (with D. Wong Yang, J. Zelenay, and S. Twomey), Los Angeles and San Francisco Daily Journals (February 14, 2019)
- “Latin America’s Wave of Anticorruption Laws,” Los Angeles and San Francisco Daily Journals (February 20, 2018)
- “Channeling the Channel-Partner Risk: Addressing Anti-Corruption Risk with Channel Partners in the Technology Sector,” (with N. Hanna, P. Soto, and C. Peters) FCPA Report, June 21, 2017
- “Sparton v. O’Neil: The Effect of Disclaimers on M&A Fraud Claims” Delaware Business Court Insider, September 27, 2017
- “Bank Fraud Case Shows the Importance of Charging Decisions,” Los Angeles Daily Journal, October 4, 2016
- “Chancery Allows Advancement Claims to Proceed in Del. Despite Illinois Action,” Delaware Business Court Insider, December 16, 2015
- “Special Interests at Stake When Dealing with Distressed Insurers,” (with A. Roach) Delaware Business Court Insider, September 21, 2016
- ‘Proposed Anti-Money Laundering Rules Focus on Investment Advisers,’ Daily Journal (April 5, 2016)
- “Chancery Allows Advancement Claims to Proceed in Delaware Despite Illinois Action,” Delaware Business Court Insider (December 16, 2015)
- “Regional Risk Spotlight: Michael Farhang of Gibson Dunn Discusses Colombia’s Troubled Corruption History and Recent Reforms,” FCPA Report (December 16, 2015)
- ‘Just Discovery,’ Los Angeles Lawyer (November 1, 2015)
- ‘DOJ Dealmaking Authority Limited,’ Los Angeles andSan Francisco Daily Journals (September 23, 2015)
- ‘Flawed Process Results in Flawed Valuation Determination,’ Delaware Business Court Insider (September 16, 2015)
- ‘Demand Futility Standards in the Executive Compensation Context,’ with Patrick Doust, Delaware Business Court Insider (September 24, 2014)
- ‘White Collar Enforcement’s ‘Compliance Effect,” Los AngelesDaily Journal (July 23, 2014)
- ‘The Interplay Between Government Investigations and Civil Securities Litigation,’ with Chris Jung, Review of Securities & Commodities Regulation (February 19, 2014)
- ‘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’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: S. v. Reyes and Sentencing Considerations in Stock Option Backdating Cases’ (with Debra Wong Yang), ABA-CLEWhite 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)