Matthew P. Allen

SECURITIES

Mortgage Securities Fraud Jury Trial
Lead trial lawyer in successful representation of CEO of mortgage security company in one of the largest mortgage securities fraud trials in Michigan history. The multi-week jury trial was the culmination of over three years of litigation that included more than 50 individual and institutional plaintiffs, 20 defendants, and parallel criminal investigations.

Securities, Derivative, and ERISA Multi-District Litigation Defense
Successfully represented officer of one of the world's largest makers of auto parts in a multi-district securities, derivative, and ERISA action against the company, its officers and executives, securities underwriters, outside auditors, suppliers, financial institutions, and which involved a parallel criminal investigation and SEC enforcement action, as well as related bankruptcy proceedings of relevant entities and individuals.

Merger & Acquisition Litigation
Represented directors and officers of selling companies sued by private equity purchasers alleging negligence and fraud in connection with pre-acquisition representations and warranties.

Securities Class Action Defense
Represented publicly traded bank in securities class action involving claims of fraud relating to disclosures about a Consumer Financial Protection Bureau inquiry and investigation. Filed successful motion to dismiss the class action with prejudice.

SEC Enforcement Action Defense
Successfully represented former officers for two of the world's largest makers of auto parts in securities actions and parallel investigations by the U.S. Department of Justice and U.S. Securities and Exchange Commission.

SEC, State, and FINRA Regulatory Investigation and Examination Defense
Represent broker-dealers, investment advisers, and their adviser and registered representatives in an array of SEC, FINRA, and state-agency examinations, investigations, and enforcement actions.

FINRA Arbitrations
Represent broker-dealers and registered representatives in FINRA arbitrations involving an array of complex products and multi-party disputes.

Fortune 100 Insider Trading
Represented former executive officer of Fortune 100 company in an insider trading investigation by the SEC Offices in Philadelphia and Washington, D.C. Successfully resolved the investigation short of an enforcement action being filed.

CORPORATE AND SHAREHOLDER

Corporate Oppression and Dilution Cases
Represented Goldman Sachs private equity investment fund in federal litigation with a business development company alleging dilution of corporate ownership interests as a result of various share issuances, sales, and transfers.

Shareholder Oppression Litigation
Represented conglomerate of real estate development, construction and management companies against former minority shareholders who alleged they were oppressed by being "frozen out" of their employment and ownership interests. The case included a counter-suit alleging that the former minority shareholders had embezzled and misappropriated company funds and assets, including the companies' trademark and copyright interests as well as investments and profits in South Asia. The matter raised important procedural and jurisdictional questions regarding the interplay of federal court, state court, arbitration under the Michigan Uniform Arbitration Act, and discovery in South Asia.

Employee Stock Ownership Plan / Stock Warrant Litigation
Represented officer and director of a Michigan corporation who also serves as a fiduciary to an ERISA Employee Stock Ownership Plan (ESOP) for the company employees. The ESOP purchased the stock for employees from the former owners and directors of the company in exchange for various promissory notes and stock warrants issued to the owners by the ESOP and the company. The former owners sued the company and its director in state and federal court alleging violations of the federal securities laws and state law concerning the valuation and structure of the transaction, as well as the terms of the stock warrant exercises by the owners. The former owners sued the law firm that structured the ESOP transaction for malpractice in a companion federal court case. The case raised complicated issues of federal securities, employee benefits and tax law, as well as Michigan state common law, including the structure and application of corporate, securities, common law and ERISA fiduciary duties. The case included first impression issues as to the scope and application of corporate attorney client privilege as it pertains to former officers and directors in Michigan, and whether federal or state (or both) privilege law applies. Matt eventually convinced the state and federal trial courts to dispose of the actions against his client before trial, and convinced both state and federal appellate courts to affirm those rulings.

Corporate Wrongful Death Litigation
Represented the nation's largest ride-sharing technology company in state and federal lawsuits filed in connection with the mass murder of several people by a deranged driver. Successfully litigated the matters to the correct dispute resolution forums, and resolved the matters on favorable terms for all parties.

Michigan and Delaware Business Corporation Act and Limited Liability Company Act Litigation
Frequently investigate and litigate matters for corporations, companies, officers, and directors under Michigan, Delaware and other state Corporation and LLC Acts.

INSURANCE

Fortune 50 Federal RICO Prosecution
Represented Fortune 50 insurance company in civil prosecution under the federal RICO statute of defendants who defrauded insurance companies and insureds by submitting bills under the Michigan No Fault Act for unnecessary medical and diagnostic services purportedly rendered to patients involved in automobile accidents. Simultaneously litigated in bankruptcy court to avoid a discharge by one of the co-conspirator defendants who filed for bankruptcy protection. Navigated state and federal criminal indictments and prosecutions of various co-conspirators in the scheme.

WHITE COLLAR

Commercial Bribery / NY Executive Law 63(12)
Defended former owner and officer of a ground handling company at John F. Kennedy Airport ("JFK") involved in criminal, civil and regulatory inquiries by the New York State Attorney General and the New York and New Jersey Port Authority regarding allegations of bribery and pay-to- play at JFK.

International Securities Fraud / Foreign Corrupt Practices Act
Represented former Executive Vice President of publicly traded company in Foreign Corrupt Practices Act and SEC Section 10(b) and 17(a) securities fraud investigation and enforcement action pending in Chicago alleging that various related party transactions violated Regulation S-K and various accounting rules, and also alleging unlawful payments by co-conspirators to various government-owned entities and personnel in violation of the FCPA. Navigated criminal issues from companion DOJ investigation. Traveled to China to review documents and interview client and material witnesses. Represented client in SEC hearing and testimony.

Federal Election Commission / Campaign Finance
Represented former director of a 501(c)(4) non-profit in a years-long investigation by the FEC as to whether various federal campaign finance laws had been violated based on the corporate structuring of the contribution entities. The investigation involved first impression issues as the FEC attempts to apply federal campaign finance laws to the right of corporations to participate in U.S. elections as determined by the U.S. Supreme Court in Citizens United.

INVESTIGATIONS

Fortune 100 Sexual Assault
Acted as independent fact investigator relating to allegations of sexual assault against a financial adviser at a Fortune 100 publicly traded company. Worked with the General Counsel and the head of Global Security to develop an investigation plan and reporting procedure.

University Title IX/Olympic Committee Investigations and Litigation
Conducted an investigation into exposure for major public university under Title IX and various state and federal criminal and regulatory sex abuse reporting laws regarding allegations of sexual abuse by Olympic athletes.

AUTOMOTIVE

Represent Stellantis N.V. and FCA U.S. LLC in state and federal RICO lawsuits filed by GM.

ANTITRUST

Health Insurance Antitrust Litigation
Represented Aetna/CVS in an antitrust lawsuit against Blue Cross Blue Shield of Michigan based on allegations that Blue Cross entered into unlawful most-favored-nations contracts with hospitals in Michigan that unlawfully elevated competitors' hospital rates and thwarted competition.

FTC Antitrust Investigation
Represented one of the world's largest commercial real estate and investment companies in FTC antitrust investigation.

FTC Consumer Protection Administrative Enforcement Action
Represented prominent university professor in FTC administrative proceeding alleging violation of federal consumer protection laws.

INTERNATIONAL AND INTELLECTUAL PROPERTY

Foreign Sovereign Immunities Act
Lead counsel representing Aviation Industry Corporation of China, the largest state-owned enterprise in China, in a lawsuit brought by a company alleging potentially tens of millions of dollars in fees and commissions relating to the sale by General Motors of Nexteer Automotive. The case raised important issues regarding the application of the Foreign Sovereign Immunities Act and involved litigation and argument over four years in federal trial and appellate courts.

International Corporate Espionage Investigations
Represented companies investigating and prosecuting international intellectual property poachers and saboteurs. Worked with U.S. and international legal authorities, agencies and institutions to investigate and prosecute offenders. Counseled companies on timing and substance of parallel civil litigation.

International IP Arbitrations
Defeated multi-million dollar claims against a client, and prevailed on a counterclaim, in a highly complex intellectual property dispute tried in Stockholm, Sweden, under Swedish law and the Swedish Arbitration Act.

Military IP Arbitration
Defended manufacturer and distributor of patented and trade secret dual stage recoverable energy absorption designs used by U.S. and foreign military units.

Extensive IP Litigation and Arbitration Experience
Experience representing various companies and individuals in IP disputes involving complex jurisdictional, IP and technology questions in industries spanning automotive, medical device, software, military and others. Matt has experience representing clients in multiple jurisdictions and forums regarding the same dispute, including dual track state and federal equitable litigation being tried simultaneously with an arbitration for damages.

LABOR PENSION FUND LITIGATION

Represented labor union trustees of five union trust funds created under section 302(c)(5) of the Labor Management Relations Act. The management trustees of the trust funds sued the labor trustees for injunctive relief under ERISA, alleging breach of fiduciary duties by the labor trustees. These parties were also parties to four separate federal court lawsuits regarding similar pension fund issues, one of which was litigated to the U.S. Court of Appeals for the Sixth Circuit.

APPEALS

Fortune 50 Federal RICO Appeal
Represented Fortune 50 insurance company in federal court of appeals on briefs and at oral argument. Appeal defended various orders from the federal trial court confirming judgement in the RICO case, affirming an award of fees and costs for enforcing various agreements in the RICO case, and compelling defendant to seek dismissal of a Qui Tam lawsuit he filed as a Relator against the client based on allegations related to the RICO case. Decision>>

Federal Securities Fraud Appeal
Represented officer, director, and ERISA fiduciary in federal court of appeals on briefs and at oral argument. Appeal defended trial court’s order dismissing claims that our client violated various securities, corporate, and ERISA laws in connection with an Employee Stock Ownership Plan (ESOP) transaction with former company owners and directors. Decision>>

State Shareholder Litigation Appeal
Represented controlling shareholder on briefs and at oral argument in state court of appeals in a bet-the-company corporate litigation matter. Appeal concerned trial court rulings interpreting various minority shareholder and derivative statutes in the state’s business corporation act. Decision>>

"SEC-FINRA Enforcement Update," Midwest Securities Law Institute, Wayne State University Law School, Sept. 22, 2023

"Step-by-Step Guide for When You Receive an SEC Wells Notice," Co-Presented with Richard Hong, American Bar Association Securities Litigation Subcommittee webinar, 2023 

"Liu v. SEC: U.S. Supreme Court Trims SEC's Civil Disgorgement Remedy," American Bar Association, January 4, 2021

"Liu v. SEC: Civil Disgorgement on the Chopping Block," American Bar Association, March 2, 2020

"Sound Advice: SEC Speaks 2019," American Bar Association, May 10, 2019

"Win-Win Michigan: SEC Whistleblower Program," Crain's Detroit Business

"Joint Defense Agreements: Benefits, Pitfalls, and Best Practices," (Co-presenter), State Bar of Michigan, Business Law Section, Commercial Litigation Committee, Webinar

"Suitability of Variable Annuities," Miller Canfield's Before the Bell Breakfast Forum, Birmingham, Michigan