Matthew C. Dallett is a securities and corporate lawyer who represents public and private technology and financial companies, and their investors, throughout the world. As general outside counsel, he is a sounding board for directors and management, providing experienced guidance to achieve business solutions.
Matt focuses on business relationships corporate governance, SEC reporting and compliance, investor issues and other regulatory and commercial matters. He advises on shareholder engagement and proxy matters, equity plans and executive compensation arrangements.
Matt regularly represents clients in the acquisition or sale of public and private companies. He handles public and private offerings for issuers and investors. He has acted as U.S. counsel to Canadian, European and Australian technology companies in many cross-border financing and M&A transactions.
Matt speaks frequently on practical aspects of securities regulation of business. He has been a panelist for the National Venture Capital Association, New England Banking Institute, Massachusetts Continuing Legal Education, and other organizations. Matt served as Law Clerk to Justice Louis Scolnik, Maine Supreme Judicial Court.
Representative Experience :
- M&A Transactions
- represented a global Nasdaq issuer in connection with its $200 million sale
- represented a Boston-based investment adviser with over $700 million under management in the sale of its assets to another advisory firm, followed by its solvent liquidation
- led the teams handling the securities aspects of several public company acquisitions, including S-4 prospectus / proxy statement, public disclosures and related compliance
- represented two publicly-traded U.S. insurance holding companies in the securities aspects of the acquisition and demutualization of three mutual insurance companies, including negotiating the procedure with the SEC, preparing the S-4 prospectus / proxy statements, public disclosures and related compliance
- Public Company Transactions, Governance and Compliance Matters
- advised a publicly-traded, OTCQB, bank holding company on its strategy and preparations for SEC registration and NASDAQ listing
- advised a public company in connection with its evaluation of strategic alternatives to finance a major new product initiative
- advised investors in two public companies on potential proxy contests to elect new directors and advised another on avoiding triggering a poison pill
- advised the directors of several publicly-traded companies on their fiduciary duties and the procedures to be followed in the event of an unsolicited acquisition attempt
- advised a number of public companies on governance matters, including
- updating insider trading policies in light of recent enforcement developments
- undertaking diligence inquiries of their supply chains to comply with “conflicts minerals” disclosure requirements
- adopting a forum selection by-law and considering whether to adopt a fee-shifting by-law
- advised several public companies on securities and tax law issues arising in connection with equity compensation plans
- advised on and drafted disclosures on sensitive issues in numerous public company SEC filings
- General Business Matters
- advised a U.K. manufacturing company and a Canadian clean energy company on establishing their U.S operations
- representing a life sciences investment banking boutique in negotiating client engagements and resolving disputes
Professional Affiliations :
- Member, American Bar Association, Business Law Section, and Boston Bar Association
- Former Co-Chair of Corporate Law Committee, Boston Bar Association
- Member, North Shore Regional Advisory Board, United Way of Massachusetts Bay
- J.D., Northeastern University School of Law, 1984
- A.B., Princeton University, 1978
- Massachusetts, 1985
- Maine, 1985
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