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 specializes 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's transaction experience includes public and private M&A and joint ventures. He handles public offerings, Rule 144A, 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. Recent Speaking Engagements and Publications · "Overview of Registration & Reporting Requirements of the Federal Securities Laws," Massachusetts Continuing Legal Education, Inc., November 8, 2011. Matt chaired this program, providing a comprehensive overview of the scope and mechanics of the Securities Act of 1933, the Securities Exchange Act of 1934, and the role of the Securities and Exchange Commission in implementing and enforcing them. · "SEC Issues Final Rules on Form PF; Reporting Obligations of Investment Advisers," co-author, Edwards Wildman Palmer LLP Client Advisory, November 2011. · "Delaware v. Massachusetts LLCs & Corporations," Massachusetts Continuing Legal Education, Inc., November 1, 2011. Matt chaired this program, in which he and five other experienced practitioners addressed the differences between the laws governing Massachusetts and Delaware corporations and limited liability companies and in how courts of the two states handle similar matters - relevant to selecting a jurisdiction in which to organize an entity or bring litigation, as well as when handling matters involving shareholders, advising the board on its responsibilities, or structuring significant transactions. · "Companies Should Start Planning Now for Proxy Access," co-author, Edwards Angell Palmer & Dodge LLP Client Advisory, September 2011. · "Family Offices and Investment Adviser Regulation after Dodd-Frank," presenter, RockIT Solutions (A Rockefeller Financial Company) Client Event, Boston, Massachusetts, September 14, 2011. · "SEC Issues Final Rules on Exemptions for Managers of Venture Capital Funds and Other Funds with Less Than $150 Million in Assets," co-author, Edwards Angell Palmer & Dodge Client Advisory, June 2011. · "How Venture Capital Fund Managers May Avoid Investment Adviser Regulation . . . But Not Reporting," co-author, Edwards Angell Palmer & Dodge Client Advisory, November 2010. · "Investment Advisers: Focus on Your New Disclosures," co-author, Edwards Angell Palmer & Dodge Client Advisory, November 2010. · "Take Another Look at Funding and Liquidity Risk Disclosures," author, Edwards Angell Palmer & Dodge Client Advisory, October 2010. · "Many Private Fund Managers Must Register as Investment Advisers under Financial Reform Legislation," co-author, Edwards Angell Palmer & Dodge Client Advisory, July 2010. · "Changes in Store for Registered Investment Advisers Under Financial Reform," author, Edwards Angell Palmer & Dodge Client Advisory, July 2010. · "Private Fund Managers Will See Increased Regulation -- Congress to Reconcile Differences Between House and Senate Bills," co-author, Edwards Angell Palmer & Dodge Client Advisory, June 2010. · "SEC Tightens Custodial and Audit Requirements for Registered Investment Advisers who Control Client Assets," Edwards Angell Palmer & Dodge Client Advisory, January 2010. · "Compliance Watch: Surprise Audits Concern Adviser Trustees," quoted, CompliancEX, January 29, 2010. · "SEC Requires Additional Corporate Governance and Compensation Disclosure for 2010 Annual Meetings," co-author, Edwards Angell Palmer & Dodge Client Advisory, December 2009. · "ABC's of a Start Up," panelist, "Have a GREAT IDEA? Find out WHAT'S NEXT" program, Bouvé College of Health Sciences at Northeastern University, November 19, 2009. · "Say on Pay - Not Just for TARP Recipients Anymore," co-author, Edwards Angell Palmer & Dodge Client Advisory, September 2009. · "Regulation of Private Investment Fund Managers Advances - Treasury Introduces Registration and Investor Protection Legislation," Edwards Angell Palmer & Dodge Client Advisory, July 2009. · "Broker Discretionary Voting for Directors Eliminated - Smaller Companies Will Need to Work Harder for the Retail Vote," Edwards Angell Palmer & Dodge Client Advisory, July 2009. · "Surprise Annual Audit Proposed for Investment Advisers with "Custody" of Client Assets," Edwards Angell Palmer & Dodge Client Advisory, June 2009. · "Cost of Holding Stock Certificates to Increase Sharply on July 1," Edwards Angell Palmer & Dodge Client Advisory, June 2009. · "SEC Adopts XBRL for Financial Statement Filings: Phase-in Begins in 2009," co-author, Edwards Angell Palmer & Dodge Client Advisory, January 2009. · "Financial Services Regulatory Reform Begins," author, Edwards Angell Palmer & Dodge Client Advisory, February 2009. · "E-Proxy is Mandatory: Start Your Annual Meeting Preparations Early," Edwards Angell Palmer & Dodge Client Advisory, September 2008. News & Publications November 2011, Client Advisory - SEC Issues Final Rules on Form PF; Reporting Obligations of Investment Advisers September 21, 2011, Client Advisory - Companies Should Start Planning Now for Proxy Access June 2011, Client Advisory - SEC Issues Final Rules on Exemptions for Managers of Venture Capital Funds and Other Funds with Less Than $150 Million in Assets
Registration for Non-Exempt Advisers Postponed Until March 30, 2012 November 2010, Client Advisory - How Venture Capital Fund Managers May Avoid Investment Adviser Regulation . . . But Not Reporting
Fund Managers Should Submit Comments to the SEC November 2010, Client Advisory - Investment Advisers: Focus on Your New Disclosures October 2010, Client Advisory - Take Another Look at Funding and Liquidity Risk Disclosures July 2010, Client Advisory - Changes in Store for Registered Investment Advisers Under Financial Reform July 2010, Client Advisory - Many Private Fund Managers Must Register as Investment Advisers under Financial Reform Legislation June 2010, Client Advisory - Private Fund Managers Will See Increased Regulation -- Congress to Reconcile Differences Between House and Senate Bills January 2010, Client Advisory - SEC Tightens Custodial and Audit Requirements for Registered Investment Advisers who Control Client Assets
All Advisers, Registered or Not, Should Update Compliance Procedures for Protection of Client Assets December 2009, Client Advisory - SEC Requires Additional Corporate Governance and Compensation Disclosure for 2010 Annual Meetings September 2009, Client Advisory - Say on Pay - Not Just for TARP Recipients Anymore July 2009, Client Advisory - Regulation of Private Investment Fund Managers Advances - Treasury Introduces Registration and Investor Protection Legislation July 2009, Client Advisory - Broker Discretionary Voting for Directors Eliminated - Smaller Companies Will Need to Work Harder for the Retail Vote June 2009, Client Advisory - Surprise Annual Audit Proposed for Investment Advisers with "Custody" of Client Assets June 2009, Client Advisory - Cost of Holding Stock Certificates to Increase Sharply on July 1
Incentive for Issuers to Switch to Book-Entry Registration of Stock Ownership February 2009, Client Advisory - Financial Services Regulatory Reform Begins
Bill to Register Private Investment Funds is Introduced in Senate January 2009, Client Advisory - SEC Adopts XBRL for Financial Statement Filings: Phase-in Begins in 2009 September 2008, Client Advisory - E-Proxy is Mandatory: Start Your Annual Meeting Preparations Early August 11, 2008, E Com Ventures and Model Reorg. merge to form Perfumania Holdings, Inc. - August 11, 2008 September 2007, Client Advisory - Internet Proxy Solicitation: Shareholder Choice Means Companies Must Prepare Early January 1, 2007, Client Advisory - SEC Proposes New Anti-Fraud Rule and New Accredited Investor Definition for Private Investment Vehicles
Edwards Angell Palmer & Dodge LLP November 1, 2006, Client Advisory - 2006 Executive Compensation Disclosure Changes - Considerations for the Compensation Committee
Edwards Angell Palmer & Dodge LLP October 24, 2006, Client Advisory - Action Items for Enhanced Compensation Disclosures under New SEC Rules
Edwards Angell Palmer & Dodge LLP October 5, 2006, Client Advisory - Changes in Executive Compensation Reports on Form 8-K
Edwards Angell Palmer & Dodge LLP May 18, 2006, Client Advisory - New Independence Rules Will Restrict Tax Services by Independent Auditors
Edwards Angell Palmer & Dodge LLP April 10, 2006, Client Advisory - Nasdaq To Become A National Securities Exchange
Edwards Angell Palmer & Dodge LLP February 6, 2006, Public Companies Must Enhance Compensation Disclosures Under Proposed New SEC Rules
Edwards Angell Palmer & Dodge April 10, 2005, Leaving Money on the Table? Investment Adviser Responsibility for Client Class Action Claims April 7, 2005, New SEC FD Enforcement Action on Reaffirming Guidance April 30, 2004, Emails: Obligations and Issues for Investment Advisers January 5, 2004, New Compliance Requirements for Investment Advisers July 21, 2003, Investment Advisers Must Adopt and Disclose Proxy Voting Policies and Procedures July 17, 2003, Recent SEC Hot Buttons in Investment Adviser Exams March 7, 2003, New SEC Pro Forma Disclosure Rules Apply Broadly February 19, 2003, New Form 8-K Requirements for Earnings Releases Will Require Advance Planning December 4, 2002, SEC Enforces Rule Against Selective Disclosure June 24, 2002, SEC Proposes to Expand Current Event Reporting on Form 8-K and Tighten Filing Deadlines June 19, 2002, Securities and Exchange Commission Proposes that CEO and CFO Evaluate and Certify the Truth and Completeness of Forms 10-Q and 10-K May 30, 2002, Venture Capital Firms: Getting the Right Rights April 16, 2002, SEC Proposes Quicker, Enhanced 10-K and 10-Q Disclosure March 25, 2002, The USA PATRIOT Act: Compliance Issues for Mutual Funds and Private Investment Funds October 1, 2001, Investment Adviser Information Website Online; Time to be Preparing for New Form ADV, Part 2 Before Edwards Wildman Matt served as Law Clerk to Justice Louis Scolnik, Maine Supreme Judicial Court. Events November 16, 2005, 8:30 AM - 10:30 AM, Boston, MA, Corporate Practice - MCLE BasicsPlus Series
Overview of Registration and Reporting Requirements of the Federal Securities Laws Industries · Technology Memberships · American Bar Association, Business Law Section · Boston Bar Association, Co-Chair of Corporate Law Committee · Andover Village Improvement Society (AVIS), Trustee and Treasurer |