Matthew L. DiRisio, Partner

Matthew L. DiRisio is a partner in Winston & Strawn’s New York office. His practice areas comprise a broad range of complex commercial litigation, including securities; mergers and acquisitions and contests for corporate control; corporate governance; financial institution; class action and D&O coverage; and international litigation. He also regularly represents clients in responding to regulatory inquiries and investigations by the Securities and Exchange Commission and FINRA. 

Mr. DiRisio has significant trial experience and has argued motions and appeals before various state and federal courts. He has also represented clients in a variety of industries, including technology/ecommerce, commercial and investment banking, private equity, hedge funds, insurance, energy, oil and gas, health care and telecommunications.

Representative Matters

M&A and Corporate Governance Litigation

• Representation of Blackboard Inc. and its board of directors in multi-forum shareholder class action litigation challenging Blackboard’s $1.6 billion acquisition by Providence Equity, in which the court denied plaintiffs’ motion for expedited discovery and granted defendants’ motion to dismiss the case in its entirety.
• Representation of eBay Inc. in connection with multi-forum shareholder class action litigation challenging its $2.4 billion acquisition of GSI, led to successful transaction and favorable settlement.
• Representation of Applied Materials, Inc. in class action litigation challenging its acquisition of Semitool, in which plaintiffs’ motion for expedited discovery was denied; resulted in successful transaction and favorable settlement. 
• Representation of AGL Resources, Inc. in multi-forum shareholder class action litigation challenging its $2.4 billion acquisition of Nicor, Inc., led to successful transaction and favorable settlement.
• Representation of The Talbots, Inc. and its board of directors in litigation filed in Delaware Court of Chancery arising out of Talbots’ merger with BPW Acquisition Corp.; led to successful transaction and favorable settlement.
• Representation of King Pharmaceuticals, Inc. in multi-forum litigation challenging its acquisition of Alpharma Inc.; led to successful transaction and favorable settlement.
• Representation of Dendrite International Inc. and its board of directors in shareholder class action litigation challenging Dendrite’s merger with Cegedim S.A., in which plaintiffs’ motion for preliminary injunction was denied, leading to successful transaction.
• Representation of Abgenix, Inc. and its board of directors in shareholder class action litigation challenging company’s merger with Amgen; voluntary dismissal by plaintiffs after briefing on motion to dismiss amended complaint, leading to successful transaction.
• Defense of LifePoint Hospitals, Inc. and its board of directors in litigation brought in the Delaware Court of Chancery by a dissident hedge fund seeking to nominate a slate of directors to LifePoint’s board, notwithstanding the plaintiff’s failure to comply with the company’s advance notice bylaw, in which the Court denied plaintiff’s motion for a preliminary injunction to delay LifePoint’s annual shareholders’ meeting and dismissed the case on summary judgment.
• Representation of numerous bulge bracket and other investment banks, hedge funds, target companies and others, including UBS, Citigroup, JP Morgan Chase, Goldman Sachs, Morgan Stanley, Wachovia and Lazard Freres, in various capacities in connection with some of the largest and most high-profile M&A deals in recent years.

Securities Fraud and Related Matters

• Representation of Alimentation Couche-Tard, Inc. in litigation against Casey’s General Stores arising out of Casey’s effort to enjoin Couche-Tard’s tender offer to acquire Casey’s based on alleged violations of, inter alia, Section 14(e) of the Williams Act and Section 10(b) of the Securities Exchange Act of 1934, in which Casey’s motion for a preliminary injunction was denied.
• Representation of The Talbots, Inc. and certain of its officers and directors in shareholder class action litigation alleging violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 and in related state court derivative litigation. 
• Representation of Candela Corp. and certain of its officers and directors in shareholder class action litigation involving claims for violations of Section 10(b) of the Securities Exchange Act of 1934 and related state court derivative litigation; resulted in favorable settlement.

Regulatory Inquiries and Investigations

• Represented dozens of clients, including Disney, eBay, Applied Materials, Inc., Dell, AGL Resources, Inc., Sallie Mae and Fidelity National Financial, in responding to regulatory inquiries or investigations by the Securities and Exchange Commission and/or FINRA.
• Advise multinational corporations and executives on FCPA and OFAC compliance issues.

Activities

Education

Speeches and Publications

Speeches

• Various CLE certified programs on topics ranging from the latest developments in Delaware M&A and corporate governance jurisprudence to developments in federal securities law jurisprudence.

Publications

• Mr. DiRisio is an editor and member of the Advisory Board of the “Delaware Quarterly: Recent Developments in Delaware Business and Securities Law,” a quarterly roundup of major decisions in the Delaware Supreme Court and Court of Chancery published in both the Bank and Corporate Governance Law Reporter and the Securities Reform Act Litigation Reporter, which he has regularly co-authored since 2007.  
• Co-author, “The Potential Implications of Decoupling Shareholders’ Economic & Voting Interests in Corporate Control Contests,” Int’l Corp. Gov. Rev. 2008 (March 2008).