Overview
Matthew Solum is a senior litigation partner of Kirkland & Ellis LLP. Having tried more than twenty cases to decision, he is a go-to trial lawyer for high‑stakes disputes, including in the securities, M&A, and complex commercial arenas.
Mr. Solum has been recognized by numerous publications, including Chambers USA, The Legal 500 U.S. and Law360. In Chambers, clients praise him as “very knowledgeable and a pleasure to work with,” noting that “when you deal with him, you feel that he is very focused on your case.” He is recognized as a “Leading Lawyer” in M&A Litigation: Defense by The Legal 500 U.S. In 2014, he was recognized by Law360 as among the top ten attorneys in the nation under 40 in the securities arena, having “built a sterling reputation as a go-to closer for companies in fending off large shareholder class actions and other litigation.”
As a leading securities and shareholder litigator, Mr. Solum represents financial institutions and a diverse group of public companies and their directors and officers in high-stakes securities matters. Recently, he has secured dismissals of securities claims in numerous putative class actions, derivative lawsuits, and other securities matters.
Mr. Solum also represents acquirers, targets, boards of directors, special committees and financial advisors in all manner of M&A litigation. He represents purchasers and sellers of businesses in connection with contract, fraud, indemnification, purchase price and working capital claims.
In complex commercial matters, he handles contract, fraud, fiduciary duty, tortious interference, antitrust, trade secret, trade dress, slander and libel claims.
In addition to appearing before federal and state courts throughout the country, Matthew has handled bet-the-company disputes in arbitration, appearing before AAA, FINRA, ICC, UNCITRAL and JAMs arbitration panels.
Experience
Representative Matters
Securities and Derivative Litigation
- Stein v. Moyes, et al., (Del. Ch.). Represented defendants in a derivative lawsuit arising out of CEO’s borrowing against his shares in the company. Following briefing and oral argument, all claims were dismissed with prejudice.
- Leslie v. Caforio, et al., (Sup. Ct. N.Y.) and Deckter v. Andreotti, et al., (Sup. Ct. N.Y.). Represented defendants, including company and its directors and officers, in derivative action arising out of an SEC settlement regarding alleged Foreign Corrupt Practices Act violations. Motions to dismiss were granted with prejudice.
- In re Mazor Robotics Ltd. Securities Litigation (S.D.N.Y.). Represented company and its executives in putative securities class action arising from an office raid by the Israel Securities Authority. Following appointment of lead counsel, Kirkland secured a dismissal of the claims.
- Jones et al. v. Party City Holdco Inc. et al., (S.D.N.Y.). Represented defendant in connection with alleged Securities Act violations arising from the Party City IPO and the effect of ‘Frozen’ on the company’s business. Motion to dismiss was granted with prejudice.
- Burns v. Harris, et al., (W.D. Tex.). Represented defendants in connection with alleged violations of the federal securities laws. After motion to dismiss was filed, plaintiffs dismissed the case.
- Fernandez v. Knight Capital Group, Inc., et al., (D.N.J.). Represented defendants in connection with alleged violations of Section 10(b) of the Securities Exchange Act involving disclosure of risk of technology failure, which had caused inadvertent accumulation of billions of dollars of securities. After motion to dismiss was filed, case settled favorably.
- Teamsters Union 25 Health Services & Insurance Plan, et al. v. Brand, et al., (Del. Ch.). Represented defendant in stockholder derivative action arising out of allegedly unfair insider transaction. Motion to dismiss granted with prejudice.
- Various Matters Related to Atrium European Real Estate Limited and Meinl Bank AG (Matters Pending in Austria, Caymans, Israel, Jersey, the Netherlands, and UK, as well as before the ICC and Vienna International Arbitration Centre). Represented Atrium and its directors and officers in connection with various securities-related claims, including claims arising from securities sales and marketing practices. After extensive litigation, successfully negotiated and closed a complex disentanglement agreement.
- City of Dania Beach Police & Firefighters’ Retirement System v. Chipotle Mexican Grill, Inc., et al. and Kim v. Chipotle Mexican Grill, Inc., et al., (D. Colo.). Represented company and its directors and officers in connection with alleged securities class action arising from stock drop. After motions to dismiss were filed, case was dismissed.
M&A Litigation
- Nestle Purina Petcare Company v. SPC Partners IV, (Del. Ch. and AAA Arbitration). Represented seller of a business in a purchase price dispute and defended against claims for fraud and indemnification. After achieving a favorable purchase price adjustment decision, case was settled on a confidential basis.
- In re Talen Energy Stockholder Corp., (Del. Ch.). Represented independent members of the board in defending against claims for breach of fiduciary duty arising from alleged unfair controller buyout. Stockholders served books and records demands and aggressively pursued litigation. After briefing of the motion to dismiss, and on the eve of the hearing, the stockholders dismissed all claims with prejudice.
- ACP Master, Ltd. v. Sprint Corp., et al., (Del. Ch.). Represented former directors in stockholder class action arising out of acquisition of Clearwire. After discovery, directors were all dismissed from the case.
- Shi v. Hong Li, et al., (Sup. Ct. N.Y.). Represented directors as defendants in securities litigation arising out of the acquisition of a company in Hong Kong. Plaintiff sought to enjoin the transaction. Preliminary injunction motion was denied and case dismissed.
- Stein v. iGate, et al., (Ct. of Common Pleas of Phil. Cty.). Represented defendants in derivative action arising out of acquisition of iGate by Capgemini. Special committee was appointed to investigate and determined that the defendants’ conduct was eminently reasonable and appropriate and case was dismissed.
- Lusk v. Life Time Fitness, Inc. (D. Minn.).Represented LNK Partners in securities class action arising out of acquisition of Life Time Fitness. Motion to dismiss granted with prejudice.
- In re Sauer Danfoss stockholder litigation, (Del. Ch.). Represented directors in stockholder class action arising out of acquisition by controlling stockholder. Case settled on eve of trial for 1.4% of the deal price.
- Villere v. Epiq Systems, et al., (In the Circuit Court of Jackson Cty., Mo.). Represented company and directors in litigation with activist shareholder regarding alleged breaches of fiduciary duty and violation of standstill agreement. After discovery, briefing and trial, fiduciary duty claims against directors were dismissed and merger proceeded without delay.
- In re TIBCO Software, Inc. Stockholders Litigation, (Del. Ch.). Represented acquirer in stockholder class action arising out of acquisition of TIBCO. Plaintiff alleged that capitalization error led to acquirer underpaying the Company’s stockholders by $100 million. After motion to dismiss was granted and complaint was amended, case settled on favorable terms.
- Laborers’ Local #231 Pension Fund v. Websense, Inc., (Cal. Super. Ct., San Diego Cty.). Represented company and acquirer in stockholder class action arising out of acquisition. Motion to dismiss both entities was granted with prejudice.
Complex Commercial Litigation
- Dynasty Sports LLC v. PrimeSport, (S.D. Fla.) and Bassewitz v. Primesport, Inc., (N.D. Ga.). Represented company against competitor for breach of non-disclosure agreement, and tortious interference with contract. After expedited discovery and on eve of preliminary injunction hearing, case settled on confidential basis.
- Pavonix, et. al. v. SumTotal, et al., (Sup. Ct. N.Y.). Represented buyer of a business and its officers and directors in purchase price dispute and in defense against indemnification and fraud claims adverse to the seller of the business. Prevailed in the purchase price dispute, and indemnification and fraud claims were dismissed. Client was awarded its attorneys’ fees and pre- and post-judgment interest.
- Milikowsky v. GrafTech International Ltd., et al., (D. Mass.). Represented former director asserting claims for defamation and libel for repeated statements. After discovery, claims were dismissed and no further statements have been made regarding Mr. Milikowsky.
- TransformaCon, Inc. v. Vista Equity Partners, Inc., et al., (S.D.N.Y.). Represented defendants in lawsuit alleging claims for breach of contract, tortious interference with contract and unjust enrichment. After motion to dismiss was granted as to most of plaintiff’s claims, case settled on confidential basis.
- Milton Abeles, Inc. v. Creekstone Farms Premium Beef, LLC, (E.D.N.Y.). Represented defendant where plaintiff alleged breach of joint venture, breach of contract, breach of fiduciary duty, unjust enrichment and quantum meruit claims. After discovery and a trial, court ruled in favor of defendant on all claims.
Alternative Dispute Resolution
- Represented pharmaceutical company in AAA arbitration involving alleged breach of an earn-out provision. Following discovery and mediation, case settled on a confidential basis.
- Represented rail company in arbitration involving substantial purchase price dispute. After briefing and hearing, arbitrator ruled in favor of rail company en toto.
- Represented media company as a respondent in AAA arbitration where claimant alleged breach of contract, fraudulent inducement, rescission, breach of the implied covenant of good faith and fair dealing, quantum meruit and unjust enrichment. After hearing on the merits, all claims were dismissed and respondent was awarded its attorneys’ fees and costs.
- Represented Fortune 500 company as respondent in UNCITRAL arbitration where claimant allegedly incurred US$75 million in out-of-pocket expenses that respondent was supposed to pay pursuant to contract. After hearings on the merits, arbitrators dismissed most of the claims and awarded claimant less than 5% of its out-of-pocket expenses.
- Represented seller of business in arbitration involving breach of contract and related claims that were asserted by buyer of business. Arbitrator ruled in favor of seller on all claims.
- Represented broker dealer in FINRA arbitration involving suitability, and marketing and sales practices claims. After hearing on the merits, arbitrators ruled in client’s favor on all claims.
- Represented Fortune 100 company as claimant in baseball-style arbitration involving breach of contract claims. After hearing on the merits, arbitrators ruled in client’s favor on all claims.
More
Thought Leadership
Publications
"Contract Remedies in the United States," Financier Worldwide, April 2019
"Mergers & Acquisitions: A Roundtable Discussion," Massachusetts Lawyers Weekly, February 1, 2019
"Forum-Selection for Federal Securities Claims After Sciabacucchi," Securities Regulation Daily, January 11, 2019
"When Improbable Claims Come from Unnamed Sources: Defense Strategies in Securities Cases Involving Confidential Witnesses," Securities Regulation Daily, October 24, 2018
"Comcast Creates Roadblocks for Securities Plaintiffs But Does Not Foreclose All Claims," Securities Regulation Daily, July 20, 2018
“Recent Trends In Books And Records Demands,” Law360, January 30, 2018
“Pro-Arbitration Policy Gets Put to the Test,” Bloomberg BNA: Labor & Employment, October 26, 2017
PLI Financial Services Mediation Answer Book, Mediation Submissions Chapter, June 19, 2017
“'GE Oil & Gas v. Turbine Generation Services': An Agreement to (Dis)agree?,” New York Law Journal, March 17, 2017
“When Is an Oral Agreement Sufficiently Definite to Be Enforceable?” New York Law Journal, December 12, 2016
“Extraterritorial Reach Of US Securities Laws Post-Morrison,” Law360, September 23, 2016
“Expedition Standards Tighten in M&A Litigation,” Law360, July 7, 2016
“Securities Class Actions: American Phenomenon Goes Global,” Law360, May 6, 2016
“Challenging An Arbitrator Ab Initio: A Primer,” Law360, February 8, 2016
“Director Removal Without Cause,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, January 8, 2016
“Third Parties Beware: Claims Against Advisers May Live On After Director Charges Die,” Westlaw Journal, November 16, 2015
“U.S. Supreme Court Sets High Bar for Section 11 Securities Claims Based on Statements of Belief or Opinion,” Kirkland & Ellis Alert, April 13, 2015
“Crossing State Lines Again—Appraisal Rights Outside of Delaware,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, March 25, 2015
“Advantages of Board Actions on a 'Clear Day',” The Harvard Law School Forum on Corporate Governance and Financial Regulation, November 26, 2014
“Kirkland & Ellis discusses Shareholder 'Books and Records' Demands after the Wal-Mart Decision,” Columbia Law School's Blog on Corporations and the Capital Markets, August 19, 2014
“Recent Developments in Appraisal Claims,” Practising Law Institute, Delaware Law Developments 2014: What All Business Lawyers Need to Know, May 2014
“The Evolving Face of Deal Litigation,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, March 27, 2014
“'Holistic' Review of Scienter Allegations in Securities Fraud Class Actions Resulting in Increased Number of Dismissals,” Kirkland & Ellis Alert, February 10, 2014
“Delaware vs. New York Governing Law,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, January 2, 2014
“Out of Context—Delaware Clarifies on 'Weak' Fairness Opinions,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, October 29, 2013
“Director Independence: Interplay Between Delaware Law and Exchange Rules,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, October 7, 2013
“Risk Oversight in China Operations,” Corporate Board Member, August 2013
“Appraisal Rights—The Next Frontier in Deal Litigation?,” The Harvard Law School Forum on Corporate Governance and Financial Regulation, May 16, 2013
Seminars
Federal Securities Institute - Delaware Law Developments, February 2019
Federal Securities Institute - Delaware Law Developments, January 2018
NY Private Equity Network - Lessons Learned from Working Capital Disputes, November 2016
Harvard Law School - Corporate Governance: “Special Committees,” September 2016
PLI - Legal Drafting: Effective Writing to Avoid Litigation Pitfalls, August 2016
NYU Law School - Negotiating Corporate Transactions, “M&A Litigation,” Spring 2013, 2014 and 2015
PLI - Delaware Law Developments 2014, Appraisal Litigation, May 2014
New York American Inn of Court, “The Future of Securities Regulation Under the Obama Administration” — Panelist, March 2009
New York American Inn of Court, “Subprime” — Panelist, March 2008
Recognition
Chambers USA, America’s Leading Lawyers for Business for Litigation: Securities
The Legal 500 United States for Securities Litigation: Defense and Commercial Litigation
Recognized in The Legal 500 United States as a "Leading Lawyer" for M&A Litigation: Defense, 2018–2019
Recognized in Law360 as a “Rising Star” for Securities, 2014
Memberships & Affiliations
American Bar Association, Section of Litigation
Credentials
Admissions & Qualifications
- 2000New York
Courts
- Matthew is admitted to federal trial and appellate courts throughout the United States.
Education
- Columbia Law SchoolJ.D.1999Harlan Fiske Stone Scholar
- University of California, BerkeleyB.S., Chemistry1996Research Published in “Monte Carlo Methods in Ab Initio Quantum Chemistry”