Matt Dallett is a securities and corporate lawyer who represents public and private technology and retail companies, as well as investment managers and other financial service companies, throughout the world.
As general outside counsel, Matt focuses in corporate governance, SEC reporting and disclosure, and other regulatory and contractual matters for issuers and investment management firms. He advises on anti-takeover planning, equity plans and other executive compensation arrangements. Matt has guided clients in proxy contests and in responding to shareholder proxy proposals, as well as in restructurings, stock buybacks, and rights offerings.
Matt regularly represents clients in the acquisition or sale of public and private companies. His transaction experience also includes joint ventures. He handles public offerings, venture capital and PIPE deals and other private placements for issuers, investors and investment banks. 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.
The following are some of the projects Matt has handled in the past two years:
· led the teams handling the securities aspects of two public company acquisitions, including S-4 prospectus / proxy statement, public disclosures and related compliance
· led the teams handling several private company acquisitions
· represented a publicly-traded U.S. insurance holding company in the securities aspects of the acquisition and demutualization of a mutual insurance company, including negotiating the procedure with the SEC and the S-4 prospectus / proxy statement, public disclosures and related compliance
· advised preferred stock investors in two private companies in connection with the sales of those companies
· represented a high growth healthcare data company in the sale of its assets to a major consulting firm, followed by advising on its solvent liquidation
Public Company Transactions, Governance and Compliance Matters
· 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 a public-traded company 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
- implementing clawback, hedging and pledging policies
- updating insider trading policies in light of recent enforcement developments
- undertaking diligence inquiries of their supply chains to comply with the new "conflicts minerals" disclosure requirements
- evaluating whether to adopt "majority voting" for directors
- considering the utility of a forum selection by-law
- reviewing and updating audit and nominating committee charters
- evaluating and updating the audit committee's annual agenda and
- implanting a process for evaluating board performance
· advised a public company whose shareholder rights plan was expiring on preparing a new poison pill to keep "on the shelf"
· 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
Investment Management Business Matters
· assisted numerous private equity firms with SEC Investment Adviser registration newly required by the Dodd-Frank Act... and advised other investment managers in the U.S., as well as the U.K., Australia, Hong Kong and the Bahamas, on new exemptions to avoid federal or state registration
· advised a fast growing non-bank finance company on compliance with Broker-Dealer and Investment Adviser regulation
· established an "incubator" hedge fund
· advised the investment management arm of a major foreign insurance holding company on doing business in the United States, including obtaining a "no action" letter from the Securities and Exchange Commission to avoid Investment Adviser registration
· negotiated and drafted distribution agreements with two dozen worldwide mutual fund complexes on behalf of a Bermuda financial services firm
· advised a Canadian resources company on avoiding Investment Company registration when offering its securities in the U.S.
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
· advised a public company on establishing a Chinese joint venture
Before Edwards Wildman
Matt served as Law Clerk to Justice Louis Scolnik, Maine Supreme Judicial Court.
Besides Edwards Wildman
Matt is an avid sailor who has also had a 40-year career playing soccer and rugby. He is involved with several community organizations in Andover, Mass., including serving as Trustee and Treasurer of The Andover Village Improvement Society, America's oldest land trust.
American Bar Association, Business Law Section
Boston Bar Association, Former Co-Chair of Corporate Law Committee
Andover Village Improvement Society (AVIS), Trustee and Treasurer