Michael T. Graham has focused his practice on employee benefits litigation and controversy matters for over 28 years. He advises plan administrators, fiduciaries and sponsors on compliance and litigation issues on a wide-variety of employee benefits matters. 

Michael has advised clients related to Pension Benefit Guaranty Corporation (PBGC) reporting requirements and withdrawal liability. He has also represents pension plans, including employee stock ownership plans ("ESOPs"), before the U.S. Department of Labor and Internal Revenue Service, responding to audits and subpoenas, and defending interview requests and administrative depositions. He also regularly advises plan administrators and employers on proper compliance with Employee Retirement Income Security Act (ERISA) claims and appeals procedures, helping them avoid litigation and develop defenses that can eliminate or minimize liability exposure should litigation arise. 

When clients’ benefit decisions and actions result in litigation, Mr. Graham regularly litigates fiduciary breach, fiduciary and valuation, pension calculation, investment and administrative fee and complex welfare cases in federal and states courts around the country. His practice involves significant ESOP litigation defense of fiduciaries, trustees, plan sponsors and shareholders on a wide variety of matters. Along with retirement class action work involving Section 401(k) and 403(b) plans, he also defends clients on a variety of multi-employer pension plan matters involving withdrawal liabilities, as well as retiree medical and investment class action challenges.

Mr. Graham speaks regularly on ESOP issues through The ESOP Association, and ERISA litigation issues through the ABA. He also is a member of The ESOP Association's Legislative & Regulatory Committee. Previously, he worked at three major law firms in the ERISA litigation arena, and clerked for the Honorable Allen Sharp, Chief Judge of the US District Court for the Northern District of Indiana. 

Continue Reading


Prior to joining Willkie, Michael was a partner and counsel at three other major law firms.

  • Illinois Super Lawyers
    ERISA/Employee Benefits, 2011-2013, 2016-2019
  • Legal 500
    Labor and Employment: ERISA Litigation, 2014, 2018
  • Best Lawyers in America
    Employee Benefits (ERISA) Law (2024)

Michael is a member of the American Bar Association, the ESOP Association and the Chicago Bar Association.

  • Co-Author, INSIGHT: PBMs Facing More Than ERISA Suits as RICO, Antitrust, State Law Claims Grow, Bloomberg Law, November 18, 2019.
  • Co-Author, INSIGHT: Exclusive Benefit – An Analysis of PBMs as Potential ERISA Fiduciaries, Bloomberg Law, October 4, 2019.
  • Co-Author, 8 Best Practices for Handling ERISA Benefit Claims, Law360, September 27, 2019.
  • Co-Author, “ERISA Benefit Claim Administration Best Practices,” LexisNexis, September 13, 2019.
  • Co-Author, "Follow the Scripts – Trends in ERISA Litigation against PBMs," Bloomberg Law, August 7, 2019.
  • Speaker, “ERISA Appeals,” ABA-CLE ERISA Litigation Conference, May 18, 2019.
  • Author, "Judicial Do's And Don'ts of ERISA Benefit Claim Administration,” Bloomberg Law, September 23, 2015.
  • Author, “2014 ERISA Litigation Review – Decisions From The Supreme Court and Beyond,” Bloomberg Law, April 8, 2015.
  • Co-Author, “A New Type of ERISA-Based Hold-UP – The Rise of Out-of-Network Provider Suits Against Self-Funded Health Care Plans,” Bloomberg Law, October 27, 2014.
  • Author, “Estoppel Claims under ERISA – Confusion in Need of Clarification,” Bloomberg Law, July 29, 2013.
  • Co-Author, “Health Care Reform: Guidance on Claims and Appeals Rules,” HCP Live, August 5, 2010.
  • Obtained release of all liability sought by agency for employer in ERISA litigation suit and agency dispute. Potential damages valued at $100 million.
  • Obtained issuance of no suit letter for employer in Department of Labor ESOP and ERISA investigation. Potential damages valued at $25 million.
  • Successfully represented various plan administrators in multi-million dollar ERISA litigation lawsuits involving fiduciary breach, estoppel and prohibited transactions in federal court and before five different Circuits of the US Court of Appeals.
  • Defended ESOP trustees, selling shareholders and employers in class action lawsuits challenging valuation and transactional issues with hundreds of millions of dollars of potential liability.
  • Advised plan fiduciaries in fiduciary breach and prohibited transaction lawsuits challenging benefit plan compliance and plan investment decisions.
  • Advised and defended employers in multiemployer welfare and pension plan litigation, seeking to limit the liability sought by governmental agencies or pension funds, including cases seeking withdrawal liability by the Central States multiemployer pension fund.
  • Counseled clients in complex ERISA issues related to plan terminations and withdrawals from multiemployer plans and the termination of employer-sponsored plans.
  • Guided several large employers through the IRS’ Voluntary Correction Program seeking to limit liability for plan administration failures.
  • Defended plan administrators and challenges to benefit claim determinations involving qualified and non-qualified plans.
  • Litigated several out-of-network healthcare provider lawsuits, defending self-funded medical plans in disputes involving benefit payment models and benefit decisions.
  • Defended plan sponsors in challenges related to reductions to retiree medical benefit plans.
  • Advised several large employers, including a significant ESOP-owned company, through a large administrative benefit claim review process involving hundreds of potential plaintiffs.

* Michael advised on these matters prior to joining Willkie.



Valparaiso University School of Law, J.D., 1995 University of Illinois, A.B., 1992

Bar Admissions

Illinois Indiana

Court Admissions

United States Supreme Court United States Court of Appeals, 2nd Circuit United States Court of Appeals, 3rd Circuit United States Court of Appeals, 5th Circuit United States Court of Appeals, 6th Circuit United States Court of Appeals, 7th Circuit United States Court of Appeals, 8th Circuit United States District Court, Northern District of Illinois United States District Court, Central District of Illinois United States District Court, Northern District of Indiana United States District Court, Southern District of Indiana United States District Court, Western District of Michigan United States District Court, Eastern District of Wisconsin United States District Court, Western District of Wisconsin

Events & Speaking Engagements