Matthew Naiman is an associate in Ropes & Gray's litigation & enforcement practice group, where he focuses on complex civil litigation involving corporate litigation, stockholder disputes, and corporate governance matters. Matthew has experience representing clients in high-stakes disputes involving fraud, breach of fiduciary duty, and contract claims, as well as conducting investigations, providing prelitigation risk assessments, and counseling on mitigating risk in transactions. He regularly handles matters in the Delaware Court of Chancery and has experience with multi-jurisdictional litigation spanning multiple states and countries.
Matthew served as a judicial law clerk to vice chancellor Sam Glasscock III of the Delaware Court of Chancery. Prior to law school, Matthew completed a doctorate at the University of Oxford in classical numismatics.
Experience
- Representing a private equity company in complex civil litigation spanning five jurisdictions, including the Delaware Court of Chancery, involving alleged fraud in the sale of a portfolio company.
- Represented target company in a complex, bet-the-company buyer-side-fraud dispute, resulting in a client favorable settlement with a value exceeding a quarter of a billion dollars.
- Assisted in defending a public company and its board of directors in the Delaware Court of Chancery against an expedited putative stockholder class action involving alleged breach of fiduciary duty in connection with the adoption of an Internal Revenue Code Section 382 Rights Plan.
- Supported target company in favorable settlement of material adverse effect dispute.
- Assisted in the defense of Array Technologies, Inc., a solar panel technology company, in a Second Circuit appeal following the dismissal of federal securities claims; the complaint alleged violations of Sections 10(b) and 20(a) of the Exchange Act and Sections 11, 12(a)(2), and 15 of the Securities Act in connection with the company's initial public offering and follow-on offerings.
- Assisted a private equity firm and portfolio company in an investigation and prelitigation dispute involving alleged breach of non-compete and non-solicitation agreements.
- Provided transaction risk assessments and litigation risk analyses for public companies in the publishing and entertainment sectors and worked with deal teams to design transaction processes and mitigate litigation exposure.
- Assisted with investigations and responses to books and records demands under Delaware General Corporation Law Section 220 for a public entertainment technology company and a public fast casual restaurant chain.
- Provided corporate governance advice, including review and revision of bylaws and other governance documents to ensure compliance with applicable law.
- Assisted in claims assessment and litigation support for an intellectual property contractual assignment dispute involving a post-merger education-related portfolio company.
- Represents pro bono clients in disability related denial of education claims against the District of Columbia.