Introduction - Corporate Governance Bio
Matt is a shareholder at Fredrikson & Byron and is a member of the firm’s Litigation, Securities Litigation, and Corporate Governance & Investigations Groups. He has extensive experience in corporate, securities, and commercial litigation. Matt litigates in state, federal, and administrative forums. He also advises companies on pre-litigation corporate and commercial matters.
Matt’s corporate governance and investigation work includes conducting internal investigations of accounting or other fraud, and advising public and closely-held companies on Director and Officer indemnification and related protections.
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
- Litigation
- Securities Litigation
- Investment Management
- Trusts & Estates Litigation
- Shareholder Disputes
- Corporate Governance & Investigations
- White Collar & Regulatory Defense
- Non-Competes & Trade Secrets
- Banking & Financial Services Litigation
Representative Experience
Corporate Governance & Investigations
- Advised Fortune 100 Company on director and officer protections, including director and officer disability insurance.
- Served as independent counsel to the audit committee of a publicly-held company in the restaurant industry 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 company and prepared director and officer indemnification agreements for manufacturing company in connection with its initial public offering.
- Served as lead counsel in lawsuit relating to entitlement to indemnification and advancement of legal fees under Minnesota Statute § 302A.521.
Business Litigation
- Matt recently helped shareholder/registered investment advisor and its principal win dismissal of all claims brought against them by a former CEO/Board Chair 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.
- Matt recently 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.
- Matt recently helped a closely-held corporation win the dismissal of all claims brought by several former preferred stockholders asserting contract rights to preferred dividend payments.
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
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- 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
- “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
- Adjunct Professor, William Mitchell College of Law, 2005, 2006
- American Bar Association, Committee on Corporate and Business Litigation, Indemnification and Insurance Subcommittee, Member; Task Force on Director & Officer Liability, Section Task Force on Model Indemnification Agreement, Co-Chair, 2007-present
- Minnesota State Bar Association
- Arbitrator, National Association of Securities Dealers
- Hennepin County Volunteer Lawyers Network, Board of Directors, 1999-present; Vice Chair, 2005; Chair 2006
- Hennepin County Bar Association, Board of Directors, 2005
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