Recent Publications

SEC Roundtable is Latest Sign of Cybersecurity’s Critical Importance to Businesses

On March 26, 2014, the Securities and Exchange Commission (“SEC”) hosted a roundtable to discuss cybersecurity. The roundtable focused on how cybersecurity affects markets and how public companies and other businesses should address cybersecurity issues. >>

Securities Litigation Year in Review 2013

The Haynes and Boone Securities Litigation Year in Review 2013 outlines recent (and upcoming) Supreme Court decisions as well as notable rulings from federal courts of appeal and district courts in the past year that affect private securities litigation, including the areas of class certification, loss causation, scienter, duty to disclose, pleading falsity, preemption, standing and statutes of limitations. The Review also discusses government enforcement cases and trends, and key state law rulings in shareholder derivative and fiduciary litigation. >>



Matt McGee

Associate

Dallas


2323 Victory Avenue
Suite 700
Dallas, Texas 75219
T +1 214.651.5103
F +1 214.200.0585

Areas of Practice

Education

  • J.D., Duke University School of Law, 2010, magna cum laude, Order of the Coif, Editorial Board, Duke Law Journal
  • LL.M., International and Comparative Law, Duke University School of Law, 2010, Study Abroad, University of Geneva, Duke-Geneva Institute in Transnational Law
  • Master of Sacred Theology, Dallas Theological Seminary, 2004, cum laude
  • Master of Divinity with Biblical Languages, Southeastern Baptist Theological Seminary, 2001
  • B.S.B.A., Accountancy and Finance, Auburn University, 1999, magna cum laude; Phi Kappa Phi

Bar Admissions

  • Texas, 2010

Court Admissions

  • U.S. Court of Appeals for the Fifth Circuit
  • U.S. District Court for the Northern District of Texas
  • U.S. District Court for the Western District of Texas

Judicial Clerkships

Judicial Extern to the Honorable Paul J. Kelly, Jr., United States Court of Appeals for the Tenth Circuit, Summer 2008
Matt McGee

Matt McGee is an associate in the Litigation Practice Group in the Dallas office of Haynes and Boone, LLP. His practice focuses on complex business litigation, class action defense, derivative suits, and other securities-related proceedings.

Selected Representations

  • Won dismissal with prejudice in District Court and affirmance by Fifth Circuit on alleged improper equity dilution and minority shareholder oppression claims under Delaware law, arising from the sale of Ascension Orthopedics to Integra Life Sciences, representing alleged controlling majority shareholders. Joe W. and Dorothy Dorsett Brown Foundation v. Frazier Healthcare V, L.P., 2012 WL 3834029 (W.D. Tex., Aug. 27, 2012), aff’d, No. 12-51012 (5th Cir. Aug. 12, 2013).
  • Defeated class certification for the National Football League in lawsuit alleging claims of breach of contract and fraud against the NFL and the Dallas Cowboys for allegedly not providing prescribed seats to ticketholders at the Super Bowl XLV game.
  • Represented Lextron, Inc. in connection with the successful acquisition of Animal Health International, Inc., and five shareholder class actions filed in Delaware and Texas state courts, alleging breaches of fiduciary duties by the target’s directors, and purported aiding and abetting by the acquiror.
  • Represented Cerberus Capital Management and its affiliates in connection with the successful acquisition of Silverleaf, a Texas corporation, and related state court derivative litigation alleging breaches of fiduciary duties by the target’s directors, and purported aiding and abetting by the acquiror.
  • Defended publicly-traded natural gas and oil company in SEC investigation of reserve accounting and related public disclosures; Received termination letter indicating no action would be recommended by SEC staff.
  • Won summary dismissal with prejudice of False Claims Act suit against defense contractor client. (N.D. Tex. 2012).
  • Represented AT&T before the DOJ and FCC on antitrust matters related to proposed acquisition of T-Mobile USA, including pre-merger integration counseling and planning.

Pro Bono Work

  • Worked with the Duke Law Wrongful Convictions Clinic and a team of alumni to overturn the conviction and secure release from prison after seventeen years for a client wrongfully convicted of first-degree murder.

Selected Publications

  • "CAFA-Related Appeals" in The Class Action Fairness Act: Law and Strategy, chapter co-author, American Bar Association, 2013.
  • "Haynes and Boone Securities Litigation Year in Review 2012," contributing author, January 30, 2013.
  • "Haynes and Boone Securities Litigation Year in Review 2011," contributing author, February 3, 2012.
  • "Current Developments in SEC Enforcement: The Division’s Efforts in Implementing Changes, Addressing Congressional Contradictions, and Charging Securities Law Violations," Co-Author with Kit Addleman, March 8, 2011.

Selected Professional and Community Activities

  • Dallas Bar Association
  • Deacon and Personnel Committee member at Highland Baptist Church

Selected Representative Experience


Animal Health International, Inc. Acquisition Litigation
Represented Lextron, Inc. in connection with the successful acquisition of Animal Health International, Inc., and five shareholder class actions filed in Delaware and Texas state courts, alleging breaches of fiduciary duties by the target's directors, and purported aiding and abetting by the acquiror.

Antitrust Counseling in Proposed Telecommunications Acquisition
Represented AT&T before the DOJ and FCC on antitrust matters related to proposed acquisition of T-Mobile USA, including pre-merger integration counseling and planning.

Defense of the National Football League in Consumer Class Action
Defeated class certification for the National Football League in lawsuit alleging claims of breach of contract and fraud against the NFL and the Dallas Cowboys for allegedly not providing prescribed seats to ticketholders at the Super Bowl XLV game.

Joe W. and Dorothy Dorsett Brown Foundation v. Frazier Healthcare V, L.P., et al.
Represented multiple funds as alleged majority controlling bloc of a Delaware corporation in minority shareholder suit filed in the U.S. District Court for the Western District of Texas, arising from the sale of Ascension Orthopedics to Integra LifeSciences. Argued and won decisions in the trial court and in the Fifth Circuit Court of Appeals dismissing alleged improper equity dilution and minority shareholder oppression claims under Delaware law.

Silverleaf Resorts, Inc. Derivative Litigation
Represented Cerberus Capital Management and its affiliates in connection with the successful acquisition of Silverleaf, a Texas corporation, and related state court derivative litigation alleging breaches of fiduciary duties by the target's directors, and purported aiding and abetting by the acquiror.

Online Publications

03/28/2014 - SEC Roundtable is Latest Sign of Cybersecurity’s Critical Importance to Businesses
On March 26, 2014, the Securities and Exchange Commission (“SEC”) hosted a roundtable to discuss cybersecurity. The roundtable focused on how cybersecurity affects markets and how public companies and other businesses should address cybersecurity issues.

08/14/2013 - The Fifth Circuit Affirms the Derivative Nature of Dilution Claims and Lack of Minority Shareholder Oppression under Delaware Law
On August 12, 2013, the United States Court of Appeals for the Fifth Circuit in Joe W. and Dorothy Dorsett Brown Foundation, et. al. v. Frazier Healthcare V, L.P., et al. affirmed the decision of the United States District Court for the Western District of Texas dismissing with prejudice all claims stemming from the 2011 acquisition of Ascension Orthopedics, Inc. by Integra LifeSciences.

05/23/2012 - Fifth Circuit: Class Arbitration Proceedings Available Only with the Parties’ Consent
On May 18, 2012, the United States Court of Appeals for the Fifth Circuit held in Reed v. Florida Metropolitan University, Inc. that class actions are available in arbitration proceedings only if there is a contractual basis for finding that the parties agreed to class arbitration.

06/21/2011 - U.S. Supreme Court Blocks Massive Nationwide Employment Discrimination Class Action Against Wal-Mart
On June 20, 2011, the Supreme Court issued its opinion in Wal-Mart Stores, Inc. v. Dukes, reversing a Court of Appeals decision that had affirmed certification of a nationwide class of 1.5 million female employees in a gender discrimination suit against Wal-Mart.

03/08/2011 - Current Developments in SEC Enforcement: The Division’s Efforts in Implementing Changes, Addressing Congressional Contradictions, and Charging Securities Law Violations
This paper, presented by Kit Addleman at The University of Texas School of Law Conference on Securities Regulation and Business Law, discusses the SEC’s enforcement program results for 2010 and the possible priorities for 2011.