Matt Tolve’s practice covers a broad range of securities and complex commercial disputes, with a particular focus on SEC enforcement actions, private securities litigation, and deal-related litigation.
As both a lawyer and a financial analyst, Matt has a deep understanding of the issues facing private equity, venture capital, hedge fund, and other asset management clients, knowledge he draws upon in representing registered investment advisers in SEC examinations and investigations. He also routinely provides counseling to these clients on a variety of compliance and governance issues, including implementing and interpreting policies and procedures, advising on disclosure-related matters, and conducting compliance trainings.
Matt also regularly represents financial sponsors and companies, directors, and officers in securities class actions, deal litigation, contractual and indemnification disputes, and shareholder demands, as well as whistleblower, tax, and employment matters.
He has significant experience in all phases of litigation, including trial. He was recently seconded to the San Francisco District Attorney’s Office where he first-chaired and obtained convictions in a number of jury trials.
He has also conducted numerous internal investigations into allegations of accounting fraud, insider trading, whistleblower claims, breach of fiduciary duty, and potential violations of the Foreign Corrupt Practices Act (FCPA), among others. In addition, he has represented clients in connection with compliance monitoring under deferred prosecution agreements and consent decrees.
Matt began his career as an economic consultant in Washington, D.C., where he completed the Chartered Financial Analyst (CFA) program. Prior to joining Ropes & Gray in 2014, Matt worked for another international law firm, where he focused on securities litigation and internal investigations.
SEC Investigations & Enforcement Actions
- Representing private equity firms in a number of SEC examinations and investigations brought under the Investment Advisers Act.
- Represented U.S.-based medical device manufacturer in its compliance with and monitoring under a deferred prosecution agreement and consent decree with the DOJ and SEC for alleged FCPA violations.
- Represented a Fortune 500 company responding to multiple SEC subpoenas and a DOJ criminal inquiry over allegations of insider trading by company employees in connection with M&A activity.
- SEC v. Lisa C. Berry (N.D. Cal.). On behalf of general counsel, obtained non-fraud settlement of SEC enforcement action over allegations of stock-option backdating at Juniper Networks and KLA-Tencor.
- SEC v. Mercury Interactive, LLC, et al. (N.D. Cal.). On behalf of general counsel, obtained non-fraud settlement of SEC enforcement action over allegations of stock-option backdating at Mercury Interactive.
Private Securities Litigation
- Charter Township v. LPL Financial Holdings, 2017 WL 3582973 (S.D. Cal.). Obtained dismissal on behalf of LPL and top officers of securities class action claims under the Securities Exchange Act of 1934 based on quarterly earnings miss.
- Welgus v. TriNet et al., 2017 WL 6466264 (N.D. Cal.). Obtained dismissal on behalf of TriNet, its officers, and directors of class action claims asserted against them under the Securities Exchange Act and Securities Act based on TriNet’s IPO, secondary offering, and subsequent filings. Currently defending clients on appeal before the Ninth Circuit.
- In re Biolase, Inc. Sec. Litig. (C.D. Cal.). On behalf of company’s chief financial officer, successfully settled claims on favorable terms prior to ruling on motion to dismiss.
Deal Litigation & Counseling
- Englehart v. Brown, et al. (Sup. Ct. Wash.). In post-closing merger litigation, obtained dismissal for private equity firm of claims of aiding and abetting breaches of fiduciary duty by target’s board of directors.
- Resolution Partners v. Sullivan, et al. (Cir. Ct. Ind.). Successfully settled and obtained dismissal of shareholder’s attempt to enjoin merger prior to closing.
- Represented health care company in earn-out dispute following sellers’ failure to achieve post-closing earn-out targets.
- Represented private equity firm seeking indemnification for breach of representations, warranties, and covenants with respect to target’s pre-signing tax liabilities.
- Represented private equity firm in its investigation of claims against sellers for breach of representations and warranties over non-performing joint venture.
Complex Commercial Disputes
- In re Energy Future Holdings Corp. (Bankr. D. Del.). On behalf of Elliott Capital, won motion overturning bankruptcy court’s prior order approving of a $275 million termination fee allegedly payable to NextEra Energy under abandoned merger agreement with EFH.
- United States ex rel. Fisher v. IASIS Healthcare (D. Ariz.). Representing IASIS Healthcare and Health Choice Arizona against alleged violations of the False Claims Act.
- Glenridge Pharmaceuticals LLC v. Questcor Pharmaceuticals, Inc., et al. (Santa Clara Sup. Ct.). On eve of trial, successfully settled breach of contract claims and breach of fiduciary duty counterclaims arising out of pharmaceutical licensing agreement.
- Cigna Health & Life Ins. Co. v. Health Diagnostic Laboratory (D. Conn.). Obtained dismissal of litigation against HDL over purported ERISA violations in connection with health-care claims reimbursement practices and procedures.
- Represented a prominent Silicon Valley venture capital firm against multiple employment discrimination claims, including discrimination in the allocation of carried interest and promotion within the partnership ranks.
- Represented multinational medical device manufacturer in connection with two whistleblower retaliation actions filed under the False Claims Act and state law in the Northern District of California. Cases settled on mutually agreeable terms.
- Represented a data security company against alleged Dodd-Frank whistleblower claims pertaining to gun-jumping and other SEC violations in the build-up to its IPO.
- Representing economic consultancy in litigation seeking to enjoin enforcement of competitor’s restrictive employment covenants in violation of California law.
- Represented the Audit Committee of a Fortune 500 company conducting an internal investigation into allegations of self-dealing, potential accounting fraud, and whistleblower claims.
- Represented a multinational retailer conducting multiple internal investigations into whistleblower claims over accounting fraud, books and records violations, and potential FCPA violations.
- Represented Bay Area technology company investigating potential fraud and embezzlement in connection with procurement processes.
Includes matters handled by Mr. Tolve prior to joining Ropes & Gray.
- Co-author, “Keeping Current: Colman v. Theranos, Inc.: Expanding the Reach of California Securities Law Claims to Indirect Purchasers in Private Companies,” Business Law Today (May 2017)
- Co-author, “Justices Skeptical Of SEC Disgorgement Without Time Limits,” Law360 (April 20, 2017)
- Co-author, “The Need For A Limitations Period On SEC Disgorgement Claims,” Law360 (January 20, 2017)
- Co-author, "Seventh Circuit Remands for Possible Rule 11 Sanction on Counsel That Failed to Adequately Investigate Confidential Witnesses," Securities Reform Act Litigation Reporter (June 2013)
- Speaker, “Life Sciences Companies: Securities Litigation and Regulation Update,” Medical Device Manufacturers Association (MDMA) Webinar (November 28, 2017)
- Speaker, "Valuation Application and Methodologies," Practicing Law Institute's Pocket MBA Summer 2014: Finance for Lawyers and Other Professionals (May 5, 2014)