Dallett, Matthew C.

Matthew C. Dallett

Of Counsel



Matt 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

The following are some of the projects Matt has handled in the recent past:

M&A Transactions

  • represented a Boston-based computer software and services company in its acquisition of a product design platform software company
  • 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
  • represented a Nasdaq issuer in its acquisition of an Italian technology company
  • represented a Nasdaq issuer in its acquisition of a technology platform from another public company
  • represented a Nasdaq issuer in its sale via a negotiated tender offer
  • led the teams handling the securities aspects of several public company acquisitions, including S-4 prospectus / proxy statement, public disclosures and related compliance
  • led the teams handling numerous private company acquisitions 
  • 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
  • advised preferred stock investors in 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 its solvent liquidation

Public Company Transactions, Governance and Compliance Matters

  • advised shareholders on a proxy contest to seat a short slate of directors
  • advised shareholders on the establishment of a voting trust
  • advised a publicly-traded, OTCQB, bank holding company on its strategy and preparations for SEC registration and NASDAQ listing
  • advised the directors of a public company in using a novel "universal ballot" as part of the resolution of a proxy contest
  • advised a small cap issuer on using new Reg. A+ for a dividend reinvestment / direct stock purchase plan
  • represented a Nasdaq issuer in an offering of transferable rights to subscribe for convertible preferred stock
  • advised a public company in connection with its evaluation of strategic alternatives to finance a major new product initiative
  • advised two public companies on maintaining up-to-date poison pills to keep “on the shelf”
  • 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
    • 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 by-law and considering whether to adopt a fee-shifting by-law
    • reviewing and updating audit and nominating committee charters 
    • evaluating and updating the audit committee’s annual agenda and 
    • implementing a process for evaluating board performance
  • 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 
  • advised a public company on establishing a Chinese joint venture

Professional Affiliations and Recognitions

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