Fredrikson & Byron, P.A. - Matthew Boos

Introduction

Matt is a shareholder at Fredrikson & Byron and is a member of the firm’s Business, Securities, and Trust Litigation Groups. Matt is also a member of the firm’s Corporate Governance & Investigations Groups. Matt has extensive experience litigating in federal, state, and administrative forums around the country. Matt’s complex litigation practice includes corporate, securities, trust, and insurance disputes.

Matt regularly advises officers, directors, and companies on director and officer protections, including indemnification and insurance. Matt currently serves as co-chair of the Director and Officer Liability Committee of the Business Law Section of the American Bar Association.

Education

William Mitchell College of Law, J.D., 1993, magna cum laude
New York University, LL.M.
University of Minnesota, B.A., 1989, Political Science, summa cum laude

Bar Admissions

Minnesota, 1993
U.S. District Court for the District of Minnesota, 1993
U.S. Court of Appeals for the Eighth Circuit, 1994
New York, 2003

Practice Areas

Representative Experience

Business Litigation

Matt recently represented a group of investors against insurance agents who sold life settlements in violation of state securities laws. The defendants tendered the matter to their insurer and the insurer denied a duty to defend and indemnify. After the defendant-insureds abandoned efforts to obtain coverage, Matt’s clients litigated with the insurer, defeated the insurer’s summary judgment motion and settled on the eve of trial for over 90% of their investment losses.
Successful arbitration before the American Arbitration Association (AAA) on behalf of an investor and a trust. Matt’s clients alleged that the client’s broker-dealer unlawfully recommended certain securities without performing adequate due diligence and via misrepresentations about the true nature of the investments. Matt’s client alleged that the broker breached his fiduciary duties to the clients, acted negligently, and violated the applicable securities laws. After a three-day trial, Matt’s client was awarded nearly $1,000,0000 in damages with joint and several liability against the brokerage firm and the individual broker. See McClure v. Okoboji Financial, Inc., AAA case no., 65 148Y 00043 09, March 24, 2010.
Successful FINRA arbitration on behalf of an energy company client. The client alleged the unauthorized trading of oil futures contracts in its account. The brokerage firm refused to acknowledge the trade and, instead, claimed that Matt's client had authorized the trading, that the brokerage firm sent valid confirmations, and that the client failed to mitigate its losses. After a three-day hearing, the arbitration panel awarded the full amount of the claim plus interest (over $950,000) to Matt's client. See Northern Oil & Gas, Inc. v. UBS Financial Services, Inc., FINRA Case No. 08-04398, November 12, 2009.
Matt represented the trustees of a trust containing lake shore and other property in Minnesota. A beneficiary under the trust petitioned the court asserting a breach of trust and asking that the court construe it in a manner that would give the beneficiary certain rights in the trust property. The beneficiary also sought to void certain amendments to the trust. Matt’s clients, the trustees, denied that the beneficiary was entitled to any relief. The court granted the trustees’ motion for summary judgment and denied the petition in its entirety. In re NorthShore Pines Trust, Henn. Cty. Dist. Ct. File No. No. 27-TR-CV-08-139 (probate div.), April 28, 2009, aff’d, A09-1159 (Minn. App., April 27, 2010).
Matt successfully represented The Metropolitan Council over a three-year period in a complex litigation matter involving rights to operate the light rail transit on property adjacent to the Mall of America. The matter was settled shortly before trial. MOAC Land Holdings, LLC v. Metropolitan Airports Commission, et al. Henn. Cty. Dist. Ct., No. 27-CV-07-617.
Matt helped a shareholder/registered investment advisor and its principal win dismissal of all claims against them by a former CEO/Board Chair who sued after waging an unsuccessful proxy contest and being removed from the board. Plaintiff had asserted breaches of fiduciary duty, interference with contract, and various statutory claims, all of which were dismissed by the Court. Gerry Fisher v. Alebra Tech, Inc., et al., Henn. Cty. Ct. File No. 27-CV-06-13967 (Henn. Dist. Ct., Oct. 23, 2006), aff’d., A07-0630 (Minn. App., April 8, 2008).
Matt served as lead counsel in a successful trial on behalf of a national investment banking firm. The client was a substantial bondholder seeking to prevent the corporate trustee from selling trust assets comprised of a business and real estate. Matt and the client established that the trust assets were worth substantially more than the proposed sale price, obtained a denial of the trustee’s petition, obtained an order to replace the receiver overseeing the assets, and obtained complete reimbursement of the client’s attorney’s fees. In the matter of the Trusteeship created by the city of Arbemarle, North Carolina, Ram. Cty. Ct. File No. C2-04-200063 (Ram. Dist. Ct., Apr. 15, 2005); and Order for Judgement, Jan. 31, 2007.
Matt helped a closely-held corporation win the dismissal of all claims brought by several former preferred stockholders asserting rights to preferred dividend payments. Vernon J. Krupa v. Extrusion Dies Industries, LLC, et al., Chipp. Cty. Ct. File No. 04-CV-386, (Chipp. Dist. Ct., Oct. 20, 2005).
Matt successfully defended a CEO and CFO against negligence, breach of fiduciary duty, and conspiracy claims asserting damages in excess of $100 million. Post-Confirmation Trust v. Digital Exchange Systems, Inc., Civil Action No. 5:05-CV-165 (E.D. TX 2005).
Matt represented a prominent physician in a defamation lawsuit and succeeded in obtaining six-figure judgment at arbitration. Mahjouri v. Blue Cross Blue Shield of Minnesota (arbitration).

Corporate Governance & Investigations

Served as independent counsel to the audit committee of a publicly-held company for purposes of conducting an internal investigation of potential fraud and accounting irregularities.
Conducted internal investigation of stock-option backdating for a publicly-held Silicon Valley tech company.
Served as special legal counsel to a publicly-held company to determine eligibility for advancement of legal fees and indemnification for 18 present and former officers and directors named in a series of class-action securities lawsuits.
Advised several publicly-held companies concerning officer and director protections, and prepared director and officer indemnification agreements for companies in connection with their initial public offerings.
Served as lead counsel in lawsuit relating to entitlement to indemnification and advancement of legal fees under Minnesota Statute § 302A.521.

Selected Publications & Presentations

Moderator, “Identifying and Addressing Liability Concerns of Private Company Directors and Officers,” Business and Corporate Litigation Committee of the American Bar Association, Section of Business, Spring Meeting, Denver, Colorado, April 22, 2010
“Delaware Supreme Court Confirms Equivalent Duties of Officers and Directors – Gantler v. Stephens, 965 A.2d 695 (Del. 2009),” FredNEWS: Business – Corporate Governance Edition, September 2009
Moderator, “Protecting the Personal Assets of Directors and Officers - The Latest in Indemnification Agreements,” Business and Corporate Litigation Committee of the American Bar Association, Section of Business, Spring Meeting, Vancouver, Canada, April 18, 2009
“Director and Officer Indemnification and Insurance: The 10 Things you Must Know,” Fredrikson & Byron’s Lunch Seminar, July 22, 2008
“Stock Options Scandal Gathers Steam,” Fredrikson & Byron’s White Collar & Regulatory Defense Focus Newsletter, July 2006
“ADR: What, When & Why?,” Clarion Legal, March 22, 2006
“Caveat Venditor: Selling Equity-Indexed Securities,” Financial Planning Association of Minnesota Newsletter, February 2006
“Corporate Officers and Directors: What You Need To Know About Indemnification and D & O Insurance,” F&B Breakfast Seminar, October 12, 2005
“Securities Law Basics: Introduction and Overview of the Securities Laws,” Clarion Legal, January 22, 2004
“Accountants’ Role in Complex Securities Litigation,” MILE, December 13, 2001
“Selected Issues Regarding Investment Advisers and Mutual Funds,” MILE, June 19, 2001
“NASD Arbitration – The Defense Perspective,” Financial Planning Association of Minnesota Seminar, April 2000

Professional Activities

American Bar Association, Committee on Corporate and Business Litigation, Director and Officer Liability Committee, Co-Chair, present; Indemnification and Insurance Subcommittee, Member; Subcommittee on Model Indemnification Agreement, Co-Chair, 2007-present
Co-Chair, Legal Access to the Disadvantaged Committee (LAD), Minnesota State Bar Association
Adjunct Professor, William Mitchell College of Law, 2005, 2006
Minnesota State Bar Association
Hennepin County Volunteer Lawyers Network, Board of Directors, 1999-present; Vice Chair, 2005; Chair 2006
Hennepin County Bar Association, Board of Directors, 2005
Arbitrator, National Association of Securities Dealers

Judicial Clerkship

Honorable Margaret M. Marrinan, Ramsey County District Court, 1992-1993

Honors & Distinctions

Super Lawyer – Business Litigation, Minnesota Law & Politics, 2005
“Rising Star,” Minnesota Law & Politics, 2002-2004
Law Review, 1991-1992

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