Fredrikson & Byron, P.A.
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Matthew T. Boos
Matthew T. Boos
 
mboos@fredlaw.com
p: 612.492.7180
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Assistant: Lillian Freres 612.492.7554
Litigation Bio Securities Litigation Bio Corporate Governance Bio
 

Introduction - Securities Litigation Bio

Matt is a member of Fredrikson’s Litigation practice group, and he heads up the firm’s Investment Management practice group. Matt represents broker-dealers, investment advisors, financial planners, investment companies, public and private companies and individuals being examined, investigated and prosecuted by the Securities and Exchange Commission (SEC), the Financial Industry Regulatory Authority (FINRA) and State regulators. Matt also represents securities clients in litigation and arbitration around the country, and advises clients on regulatory and compliance matters.

Matt served on the Board of the Volunteer Lawyers Network for ten years. Matt subsequently joined the Legal Access to the Disadvantaged (LAD) Committee of the Minnesota State Bar Association and is currently Co-Chair of the LAD Committee.

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

Matt’s representative matters include:

  • Successfully defended a broker-dealer, its president and one of its registered representatives in numerous FINRA arbitrations filed around the country by investors in various alternative investments, including real estate investment trusts (REITS) and limited partnerships. Currently representing broker-dealer in connection with multiple FINRA investigations arising out of the same circumstances.
  • 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.
  • Obtained arbitration victory 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. They alleged breach of fiduciary duties, negligence, and violation of 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.
  • Obtained FINRA arbitration victory 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.
  • Defending registered investment advisor against allegations that it had wrongfully advised institutional client to purchase auction rate securities (ARS).
  • Defending broker-dealer in federal court litigation by bankruptcy trustee alleging ponzi scheme, breaches of fiduciary duty, negligence, violations of state and federal securities laws, and fraudulent transfers.
  • Representing certain “relief defendants” in connection with ponzi scheme "clawback" action initiated by Securities and Exchange Commission (SEC) receiver against over 225 defendants.
  • Defending registered investment advisor in securities litigation and related investigations by the SEC, CFTC and the FBI.
  • Successfully represented broker-dealer in breach of contract action arising out of client’s independent contractor agreement (“ICA”). Obtained award exceeding $2.5 million for breach of contract for failure to pay amounts owed to broker-dealer following termination of the ICA and for breach of the ICA’s indemnification provisions. All of representative’s counterclaims, including discrimination, defamation, and interference with contract, were dismissed. See SunAmerica Securities, Inc. Sherwin Brown, et al., NASD Award No. 02-05755.
  • Successfully represented shareholder/registered investment advisor and its principal in winning 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. Matt also represented the client in successfully defending the appeal. See 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). 
  • Obtained trial victory on behalf of national investment banking firm. The firm was a substantial bondholder seeking to prevent a 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. See In the Matter of the Trusteeship Created by the City of Albemarle, North Carolina, Ram. Cty. Ct. File No. C2-04-200063 (Ram. Dist. Ct., Apr. 15, 2005); and Order for Judgment, Jan. 31, 2007.
  • Currently representing broker-dealers, investment advisors, and/or registered representatives on numerous matters pending with FINRA or venued in state or federal courts around the country. The matters include, among others, claims of misrepresentation, negligence, breach of fiduciary duty, unsuitability, unauthorized trading, breach of contract, fraudulent transfer, violations of SRO rules, violations of the state and federal securities laws.
  • Served as independent counsel to the audit committee of a public company for purposes of investigating potential fraud and accounting irregularities.
  • Served as special legal counsel to a public company for purposes of determining eligibility for advancement of legal fees and indemnification for 18 former or present officers and directors named in a series of class-action securities lawsuits.

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
  • “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, April 2000

Professional Activities

  • Minnesota State Bar Association, Legal Access to the Disadvantaged (LAD) Committee, Co-Chair, 2009-present
  • American Bar Association, Co-Chair, Director & Officer Liability Committee, 2009-present; 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
  • Hennepin County Bar Association, Board of Directors, 2005
  • Hennepin County Volunteer Lawyers Network, Board of Directors, 2000-2011
  • Adjunct Professor, William Mitchell College of Law, 2005, 2006

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