Baltay

Matthew C. Baltay

Partner
Boston
Matthew Baltay is a senior litigation partner who manages high stakes situations. He understands his clients’ businesses and helps solve their knottiest problems. When primary goals are to avoid litigation and the spotlight that often comes with it, Matthew finds creative, results-oriented solutions. When litigation is unavoidable, Matthew excels in federal and state courts across the country and in arbitration. He has a proven track record in class action defense, M&A and securities litigation, regulatory and internal investigations, professional liability, employment law and complex commercial litigation.

In addition to extensive trial and arbitration experience, Matthew also has an active appellate practice, with recent cases before the United States Court of Appeals for the First, Sixth, Eight and Tenth Circuits as well as state appellate courts. He also handles corporate investigations and regulatory matters, including before the SEC and FINRA.

Matthew is also active in bar associations and civic organizations and brings the organizational experience of that involvement to his practice. He is a past President of the Federal Bar Association of Massachusetts, past President of the Boston Inn of Court, current Co-Chair, Accountants’ Liability Subcommittee, American Bar Association, Professional Liability Litigation Committee, a current editor of the Massachusetts law Review, among other organizations. Matthew also speaks and writes on issues of emerging law in an ever-evolving legal landscape.

Prior to joining Foley Hoag in 1998, Matthew clerked for the Honorable Justice Richard B. Sanders of the Washington State Supreme Court. Matthew is a graduate of Columbia College, Yale University and the University of Washington.

Education

  • University of Washington School of Law, J.D., 1995
  • Yale University, M.A., 1991
  • Columbia University, B.A., 1989

Bar and Court Admissions

BAR ADMISSIONS
  • Massachusetts
  • New York
COURT ADMISSIONS
  • U.S. Court of Appeals for the First Circuit
  • U.S. District Court for the District of Massachusetts

Experience

CLASS ACTION DEFENSE
Deep experience defending clients in all manner of class actions.  Representative engagements include:
  • Successful litigation to prohibit plaintiffs from pursuing class arbitration. Ascend Wellness Holdings Inc. v. Senvest Management LLC, et al. (Suffolk Cty. Sup. Ct, BLS, 2021)
  • Defense of numerous public companies in shareholder class action strike suits challenging mergers. In re: Achillion Pharmaceuticals, Inc.; In re: Skullcandy Merger Litigation; In re: Crystal Rock Holdings Merger Litigation; In re: Exa Corporation Merger Litigation; In re: Seracare Life Sciences Merger Litigation; In re: MEMSIC Merger Litigation
  • Defense of national chain in debt regulation class action. Russell v. Rent-A-Center (2021)
  • Defense of numerous medical records providers in medical records class actions (ongoing)
  • Defense of corporations in ADA compliance and TCPA class action matters
  • Defeated class claims in action against medical service provider; case dismissed. Sharp v. Ametros Financial Corporation (N.D. Ala. 2019)
  • Defense of public company in securities fraud class action; secured dismissal of entire litigation on motion to dismiss. Skullcandy Securities Litigation, 2018 U.S. Dist. LEXIS 46548 (D. Utah, March 21, 2018)
  • Defense of financial services company in employment class action; defeated class certification and prevailed in individual action at trial. Weiss v. Loomis Sayles & Co. (Mass. Superior Court 2018)
  • Defense of national convenience store and gas station chain in class action claiming improper collection of zip codes; class defeated and prevailed at trial on individual claim. Diviacchi v. Speedway LLC, 109 F. Supp. 3d 379 (2015)
  • Representation of public company in federal securities fraud class action; dismissal with prejudice granted on motion to dismiss. Novelos Securities Litigation
  • Representation of public company in federal securities fraud class action. J. Jill Securities Litigation
M&A LITIGATION
Advise deal counsel in M&A transactions on likely litigation issues and oversee litigation in federal and state courts with specialization in Delaware Chancery Court. Representative matters include:
  • Numerous engagements representing public companies in M&A litigation. In re: Achillion Pharmaceuticals, Inc.; In re: Skullcandy Merger Litigation; In re: Crystal Rock Holdings Merger Litigation; In re: Exa Corporation Merger Litigation; In re: Seracare Life Sciences Merger Litigation; In re: MEMSIC Merger Litigation
  • Representation of buyer in M&A litigation in Delaware Chancery Court relating to claims by seller for payment of post-closing merger consideration and counterclaims by buyer for breach of representations and warranties. Horton v. Organogenesis Inc., Delaware Chancery Court
  • Representation of seller in indemnification claim by buyer for breach of representations and warranties relating to pre-closing intellectual property. In re: Brammo
  • Representation of seller in indemnification claims by buyer for breach of representation and warranties relating to pre-closing tax matters. Confidential matter
  • Representation of buyer in advising on post-closing operation of business in light of representation and warranties and potential earn-out). Confidential matter
  • Representation of seller in M&A dispute regarding status of pre-close assets; successfully resolved matter mid-2019. In re: Marine Harvest
  • Representation of seller in M&A litigation; successfully established point of law in case of first impression defeating buyer’s fraud claims pursuant to express language of merger agreement. In re: Double E Corporation, Delaware Chancery Court
  • Representation of acquiring bank in challenge to merger by shareholders. Gut et al. v. Westborough Bank
COMPLEX COMMERCIAL LITIGATION
Representation of businesses and individuals in all aspects and stages of complex commercial litigation. Representative engagements include:
  • Representation of sovereign government in defense of suit claiming hundreds of million dollars in false promissory notes; trial victory achieved and affirmed on appeal. DRFP L.L.C. v. Republica Bolivariana De Venez., 2018 U.S. App. LEXIS 2334 (Jan. 30, 2018)
  • Representation of pharmaceutical company in complex licensing dispute. Protagonist Therapeutics, Inc. v. Zealand Pharma A/S (ICC Arbitration 2021) 
  • Representation of former officer in dispute over ownership value of LLC interest. Clinical Care Options, LLC v. Ranney
  • Representation of partner in partnership dispute; prevailed at jury trial and on appeal. Angeles v. Uson
  • Representation of victims in theft of assets case. Brad Bleidt Theft
PROFESSIONAL LIABILITY DEFENSE
Representation of professional service providers, including accountants and tax preparers, in defense of malpractice, misrepresentation and securities class action and related derivative action litigation in federal and state courts. Representative engagements include:
  • Representation of tax preparer in tax liability litigation. Goei v. CBIZ
  • Representation of tax adviser in litigation; secured complete dismissal of litigation. VC Fund of New England v. CBIZ
  • Representation of Big Four firm in tax liability litigation; secured dismissal of case on motion to dismiss. Cassidy v. PricewaterhouseCoopers LLP et al.
  • Representation of Big Four accounting firm in long-running defalcation case. Tenens Corp. et al. v. PricewaterhouseCoopers LLP et al.
  • Representation of international accounting firm in breach of contract and common law misrepresentation case. Scotia Prince Cruises Limited et al. v. PricewaterhouseCoopers Bermuda
  • Representation of Big Four accounting firm in federal securities fraud class action and related ERISA and state court litigation. In re: Tyco Securities Litigation
  • Representation of Big Four accounting firm in federal securities fraud class action in one of the first and only securities fraud class actions to reach trial under the revised securities litigation act. In re: Raytheon Securities Litigation
  • Representation of Big Four accounting firm in federal securities fraud class action. In re: Stone & Webster Securities Litigation
  • Representation of Big Four auditing firm in common law financial statement misrepresentation case. Bank of America et al. v. Deloitte & Touche LLP
SECURITIES LITIGATION
Represent corporations and shareholders in securities and M&A litigation. Representative cases include:
  • Representation of public company in securities fraud litigation. Full dismissal secured: Skullcandy Securities Litigation, 2018 U.S. Dist. LEXIS 46548 (D. Utah, March 21, 2018)
  • Representation of public company in federal securities fraud litigation. Novelos Securities Litigation
  • Representation of public company in federal securities fraud class action and related state and federal court derivative actions. KVH Securities and Derivative Litigation
  • Representation of public company in merger litigation. In re: Seracare Life Sciences Merger Litigation
  • Representation of companies in stockholder litigation under federal securities laws. In re: Achillion Pharmaceuticals, Inc.; In re: Crystal Rock Holdings; In re: Exa Corporation
  • Representation of public company in option backdating derivative action. In re: Progress Software Derivative Litigation
GOVERNMENT REGULATION/COMPLIANCE
Representation of businesses and individuals in governmental investigations and compliance. Representative engagements include:
  • Representation of financial advisory firm in FINRA investigation
  • Representation of investment bank in FINRA matter
  • Representation of accounting firm in Securities and Exchange Commission investigation 
  • Representation of employees of one of Massachusetts’ largest dairy producers in Federal tax investigation 
  • Representation of health insurer in attorney general investigation and litigation 
  • Representation of public company in NASDAQ delisting proceeding 
  • Served as Special Counsel to Massachusetts Board of Bar Examiners

Publications

Honors & Involvement

INVOLVEMENT
  • Steering Committee, Class Action Committee, Boston Bar Association (2019-2021)
  • President, Federal Bar Association of Massachusetts (2015-2016)
  • Co-Chair, Accountants’ Liability Subcommittee, American Bar Association, Professional Liability Litigation Committee (2012 – present)
  • Editor, Massachusetts Law Review, Board of Editors (2009-present)
  • Co-Chair, Federal Practice and Procedure Committee, Boston Bar Association Litigation Section (2009-11)
  • President, Boston American Inn of Court (2008-2009)
  • Editor, Boston Bar Journal, Board of Editors (2003-2009)
  • Massachusetts Bar Association, Member
  • Boston Bar Association, Member
  • American Civil Liberties Union and ACLU Foundation of Massachusetts Amicus Club, Member

Speaking Engagements

  • Program Chair and Presenter, Webinar: COVID-Related Class Actions in Massachusetts – One Year In, Boston Bar Association (March 2021)
  • Organizer and Presenter, Cutting Edge Topics in Federal Class Action Procedure, Boston Bar Association (January 2020)
  • Presenter, Webinar: Massachusetts Class Actions Versus Federal Class Actions – Know the Difference, Boston Bar Association (May 2020)
  • Presenter, Recent Developments in Delaware M&A Litigation, Foley Hoag M&A Forum (July 2019)
  • Moderator, Hot Topics in SEC Enforcement, Federal Bar Association (September 2016)
  • Presenter, Developments in Disclosure-Only Merger Litigation, Foley Hoag M&A Forum (April 2016)
  • Faculty, “The SJC's New Guide to Evidence,” Massachusetts Continuing Legal Education (Fall 2009)
  • Lecturer, “Deposition Practice,” Massachusetts Bar Association Continuing Legal Education (May 2009)
  • Lecturer, “Chapters 93A & 176D Update,” Massachusetts Bar Association Continuing Legal Education (January 2009) 
  • Presenter, “E-Discovery Risk Management Roundtable,” Protiviti, Boston  (August 2007)