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1 Michael L. Kichline Partner Philadelphia Cira Centre, 2929 Arch Street, Philadelphia, PA T F michael.kichline@dechert.com Practice Areas Appellate > Class Actions > Complex Commercial Litigation > Corporate Governance > Securities Litigation > Litigation and Arbitration > Trials > M&A Litigation > Michael L. Kichline is a partner in the firm s global securities and corporate governance litigation practice. His more than two decades of experience span a diverse range of complex, high-stakes matters, including securities class actions, derivative suits, M&A disputes, ERISA, consumer class actions, business torts, contract disputes and appellate matters. He is a member of a practice that is top-ranked and recognized by Chambers USA as a formidable litigation practice, providing expert insight into high-stakes commercial, securities and M&A cases and offering a deep bench and a global reach, representing clients from various industries across the state. Mr. Kichline, an elected Fellow of the Litigation Counsel of America, is consistently ranked as a leading securities litigator in The Best Lawyers in America, The Legal 500 US ( ) and Chambers USA ( ), which notes his excellent work and "intellectual prowess" as a "top flight litigator" who is "smart, thoughtful and good in the courtroom." He has earned plaudits for his securities class action and derivative litigation practice and is widely viewed as rapidly making a name for himself. Mr. Kichline has been approved by all of the major D&O carriers and is on the AIG panel list. He appears in federal and state courts throughout the country and handles matters in specialized business courts, such as the Delaware Chancery Court, Philadelphia Court of Common Pleas Commerce Program and the Allegheny County Court of Common Pleas Commercial Division.

2 EXPERIENCE Securities Class Actions The defense of class actions alleging securities violations for clients in a wide range of industries, including GlaxoSmithKline (pharma); Constar International (packaging); PMA Corporation (insurance/reinsurance); Select Medical (specialty hospitals); OSI Pharmaceuticals (bio-pharma); Advanta Corporation (credit cards); The Bancorp ( banking); and Ocean Power Technologies (renewable energy). Derivative Actions The defense of actions alleging breaches of fiduciary duty and alleged corporate governance violations, including the defense of the board of directors of Education Management Corp., a publicly-traded for-profit education company, on allegations of failure of corporate oversight; winning the dismissal of an action against Cephalon Corporation and its board of directors alleging Caremark violations based on allegations of off-label sales and marketing of pharmaceutical products; and the defense of the board of MWI Veterinary in a derivative action alleging violations of a stock compensation plan. Corporate Governance The defense of matters challenging the governance of corporations and other business entities, including the representation of the majority owners of the Philadelphia Inquirer in a battle over control of the business (involving two injunction trials) and the defense of Erie Insurance Company on multi-hundred million dollar claims by the Erie Insurance Exchange in state, federal and administrative proceedings. M&A Litigation The litigation of disputes arising in all phases of M&A transactions, including disputed auctions, proxy contests and claims by disappointed suitors and disgruntled shareholders seeking to enjoin transactions. Representations include the defense of proxy claims and breach of fiduciary duty claims in Nationwide s $800 million acquisition of Harleysville Insurance (injunction trial); First Niagara Corporation s $300 million acquisition of Harleysville Financial Corporation; the defense of the special committee in Insignia Financial Service s $420 million sale to CB Richard Ellis; the defense of Select Medical in its $2.3 billion going private transaction; the defense of private equity purchasers in Vertrue s $800 million going private transaction; and the defense of Elsag Bailey in multi-district/multi-state tortious interference litigation arising out of its takeover of Fischer & Porter Company. Mr. Kichline has also litigated numerous post-closing disputes, including the successful trial of claims for Teleflex arising out of the acquisition of a business from Danaher Corp. and the prosecution of fraud and RICO claims for the Riverside Company arising out of an acquisition. Catastrophic Business Failure

3 The defense of actions brought by parties in control of bankrupt or defunct entities, including the defense of JPMorgan and Bear Stearns in an action by the Chapter 7 Trustee of American Business Financial Services, a failed sub-prime lender, alleging fraud and seeking more than $1 billion in alleged damages; the defense of the officers and directors of Genaera, a defunct pharmaceutical company, on claims alleging breach of fiduciary duty and seeking $1 billion in alleged damages; and the defense of directors and officers of Advanta Bank on massive claims brought by the FDIC. Lender Liability The defense of financial institutions in lender liability matters, including the defense of RBS/Citizens in an action brought by a real estate developer alleging breach of alleged financing commitments and fraud and alleging hundreds of millions of dollars in damages. Legal Malpractice The defense of lawyers and law firms, including the defense of Hon. Louis Freeh on defamation claims asserted by the former President of Penn State University; the defense of a major law firm on claims alleging failure to properly document a loan and security agreement; the defense of a law firm on malicious prosecution claims arising from the Luzerne County juvenile justice scandal; the defense of a major law firm on alleged conflict claims by a prominent labor leader; and the defense of a law firm on claims by Jackson National Life Insurance seeking hundreds of millions of dollars in damages for malpractice and aiding and abetting fraud, breaches of fiduciary duty and usurpation of a corporate opportunity. Consumer Class Actions The defense of consumer class actions alleging common law claims and/or violations of consumer statutes, including the defense of Signal Holdings, the largest provider of cell phone insurance, in a nationwide consumer fraud class action; Conectiv Energy in class action litigation arising out of its exit from the Pennsylvania energy market; Rent-A-Center in class actions alleging RICO violations; and I nformation Leasing Corporation, a national ATM leasing business, in a nationwide class action alleging fraud and consumer protection violations. Complex Commercial Litigation The representation of plaintiffs and defendants in complex commercial disputes, including the representation of Crown Holdings on contract claims against Level 3 Communications; Navistar on claims by and against Caterpillar; Air Products and Chemicals on claims by and against Lyondell Chemical; MetLife in contract and tortious interference litigation brought by a start-up business; and Elsag Bailey in massive contract litigation with the City of Detroit. Appellate Advocacy The briefing and argument of numerous appeals in the Pennsylvania state and federal appellate courts, including, most recently, oral argument in Freeh v. Spanier (stay of criminal proceedings) in the Pennsylvania Superior Court and oral argument in Skolas v.

4 Schmidt (statute of limitations on fiduciary duty claims) in the Third Circuit Court of Appeals. Mr. Kichline is often retained by leading industry groups to represent their interests in major appeals before the Pennsylvania Supreme Court, including the representation of the Marcellus Shale Coalition in Butler v. Powers (interpretation of mineral rights in natural gas leases), the Pennsylvania Business Council and Pennsylvania Chamber of Business and Industry in Grimes v. Enterprise Car Rental ( requirement of reliance under the PA Unfair Trade Practices and Consumer Protection Law), and a consortium of more than a dozen prominent Pennsylvania law firms in Kirschner v. K&L Gates, LLP (scope of representation of counsel to a special committee of a board of directors). Civil Justice Reform Efforts Mr. Kichline is active in efforts to curtail predatory and abusive litigation. He often represents the Washington Legal Foundation in advocacy before appellate courts. Mr. Kichline has authored or co-authored amicus briefs in support of the defense in several securities-related cases before the United States Supreme Court: Dura Pharmaceuticals (loss causation); Tellabs (scienter); and Merck (statute of limitations). He also co-authored briefs in United States v. Nacchio (materiality) in the U.S. Court of Appeals for the Tenth Circuit, and U nited States v. Pacific Gas & Electric (environmental crime) in U.S. Court of Appeals for the Ninth Circuit. Pro Bono Trial Work Mr. Kichline is often appointed by the U.S. District Court for the Eastern District of Pennsylvania to try cases on a pro bono basis, including Capers v. Kraynak (trial verdict for a prisoner alleging constitutional violations) and Hatchett v. Ayers (trial verdict for prisoner alleging constitutional violations). Recently, he was appointed to serve as a Special Prosecutor by the District Attorney of Chester County to try a criminal case in which he won a jury verdict for the Commonwealth of Pennsylvania. EDUCATION Temple University, B.A., 1988, magna cum laude Temple University Beasley School of Law, J.D., 1991, magna cum laude, member of the Moot Court Honor Society ADMISSIONS Pennsylvania

5 Supreme Court of New Jersey Supreme Court of the United States United States Court of Appeals for the Second Circuit United States Court of Appeals for the Third Circuit United States Court of Appeals for the Fifth Circuit United States District Court for the Eastern District of Pennsylvania MEMBERSHIPS National Association of Corporate Directors ABA Section of Litigation Business Litigation Committee of the Philadelphia Bar Association (Past Chair) Philadelphia Bar Foundation (Trustee) Supreme Court Historical Society Eastern District of Pennsylvania Historical Society Pennsylvanians for Modern Courts Pennsylvania Business Council Commonwealth Club of Pennsylvania Chairman s Club of Chester County