Dallett, Matthew C.

Matthew C. Dallett

Of Counsel



Matt Dallett represents public and private technology and financial companies, and their investors in corporate and securities matters.

As outside general 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.

Representative Experience

Matt’s experience in the recent past includes the representation of:

M&A Transactions

  • A Boston-based computer software and services company in its acquisition of a product design platform software company
  • A global Nasdaq issuer in connection with its $200 million sale
  • 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
  • A Nasdaq issuer in its acquisition of an Italian technology company
  • A Nasdaq issuer in its acquisition of a technology platform from another public company
  • A Nasdaq issuer in its sale via a negotiated tender offer
  • Teams handling the securities aspects of several public company acquisitions, including S-4 prospectus/proxy statement, public disclosures and related compliance
  • Teams handling numerous private company acquisitions
  • 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
  • Preferred stock investors in private companies in connection with the sales of those companies
  • A high-growth health care data company in the sale of its assets to a major consulting firm, followed by its solvent liquidation
Public Company Transactions, Governance and Compliance Matters
  • Shareholders on a proxy contest to seat a short slate of directors
  • Shareholders on the establishment of a voting trust
  • A publicly traded, OTCQB, bank holding company on its strategy and preparations for SEC registration and NASDAQ listing
  • The directors of a public company in using a novel "universal ballot" as part of the resolution of a proxy contest
  • A small cap issuer on using new Reg. A+ for a dividend reinvestment/direct stock purchase plan
  • A Nasdaq issuer in an offering of transferable rights to subscribe for convertible preferred stock
  • A public company in connection with its evaluation of strategic alternatives to finance a major new product initiative
  • Two public companies on maintaining up-to-date poison pills to keep “on the shelf”
  • Investors in two public companies on potential proxy contests to elect new directors and advised another on avoiding triggering a poison pill
  • 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
  • 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 “conflicts minerals” disclosure requirements
    • Evaluating whether to adopt “majority voting” for directors
    • Adopting a forum selection bylaw and considering whether to adopt a fee-shifting bylaw
    • Reviewing and updating audit and nominating committee charters
    • Evaluating and updating the audit committee’s annual agenda
    • Implementing a process for evaluating board performance
  • Several public companies on securities and tax law issues arising in connection with equity compensation plans
  • Numerous public company SEC filings, including drafting disclosures on sensitive issues
General Business Matters
  • A U.K. manufacturing company and a Canadian clean energy company on establishing their U.S. operations
  • A life sciences investment banking boutique in negotiating client engagements and resolving disputes
  • A public company on establishing a Chinese joint venture

Professional History

  • Law Clerk, Justice Louis Scolnik, Maine Supreme Judicial Court

Professional Affiliations and Recognitions

  • Member, American Bar Association, Business Law Section
  • Member, Boston Bar Association
    • Former Co-Chair of Corporate Law Committee