For nearly 25 years, Matt Fornshell has either been enforcing Ohio’s securities laws as the former Director of Enforcement for the Ohio Division of Securities or defending public and private companies, investment advisers, broker dealers, law firms, accounting firms and individuals in connection with state and federal securities regulatory investigations and confidential internal corporate investigations.
As Ice Miller's Partner-in-Charge of the Securities Litigation and Regulatory Practice, Matt offers substantial experience representing clients in civil and administrative proceedings before the U.S. Securities and Exchange Commission, the Financial Industry Regulatory Authority ("FINRA"), the Ohio Division of Securities and other state securities regulators. He also regularly represents clients in complex private securities litigation in state and federal courts and private arbitration forums. Given his background, Matt is often retained by financial services firms, boards of directors and audit committees to problem solve and provide advice regarding corporate governance matters.
Matt delivers the deep bench of experience required to help his clients achieve their objectives. His longevity of practice has resulted in both the confidence and judgement needed to accurately assess the challenge at hand and provide practical, tactical solutions. More often than not, Matt is frequently engaged in matters that involve clients facing the threat of losing their livelihood and/or business. Matt has demonstrated time and again that he is able to design and execute strategies that make sense for his client, as well as to make the tough decisions inherent in this area of practice.
AV rated by Martindale-Hubbell, Matt has been recognized in The Best Lawyers in America© in the area of Securities Law and by Best Lawyers® as “Lawyer of the Year, Securities Litigation” for 2019.
Reported and Representative Cases
- Stifel Fin. Corp. v. Iannarino, No. 2:18-CV-1223, 2018 WL 6288020 (S.D. Ohio Dec. 3, 2018)
- State Ex Rel Walgate v. Kasich, 2017 WL 2774651 (Ohio Ct. App. June 27, 2017)
- Horter Investment Management, LLC v. Cutter et al., 2017 WL 2619337 (S.D.Ohio June 16, 2017)
- Defend former officers and directors of a private investment fund against Section 10(b), Rule 10b-5 and other common law fraud and non-fraud claims in connection with the offer and sale of certain membership interests. (2017 - Ongoing)
- Defend SEC registered investment adviser in response to an SEC investigation into alleged violations of the performance advertising rule. (2016 - Ongoing)
- Prosecute raiding claims on behalf of an SEC registered investment adviser in federal court against former investment adviser representatives. (2016 - Ongoing)
- Defend SEC registered investment adviser in non-compete related litigation in Ohio state court. (2016 - Ongoing)
- Defend Oil and gas general partnership in response to an Ohio Division of Securities enforcement action alleging fraud. (2016 - Ongoing)
- Defend investment adviser in connection with a client fee dispute. (2016 - Ongoing)
- Defend issuer of securities in response to an Ohio Division of Securities investigation alleging the unregistered sale of securities. (2016 - Ongoing)
- Advise registered broker dealers and investment advisers in response to the proposed Department of Labor Fiduciary Rule. (2016 - Ongoing)
- Represent public company Audit Committee in connection with confidential internal investigation. (2015)
- Represent public company Audit Committee in connection with issuance of restated financial statements and related SEC investigation. (2015 - Ongoing)
- TEAM Asset Strategy Fund Litigation - Defend national bank and mutual fund underwriter in several FINRA arbitrations against claims by former Fund investors. Successfully enjoined claims in PA federal District Court. Matter ultimately resolved via global settlement. (2015 - 2016)
- WRK Investments, LLC - Defended investment adviser in response to Ohio Division of Securities enforcement action arising out of examination program. Case settled. (2015 - 2016)
- Defended broker dealer in response to a FINRA arbitration initiated by a former registered representative alleging the broker dealer made false statements in the former representative's Form U-5. Settled prior to hearing. (2015 - 2016)
- Defended prominent Ohio law Firm in response to an investigation by the Ohio Division of Securities into alleged violations of the Ohio Securities Act and criminal code. No action was taken against client. (2014 - 2015)
- Defended broker dealer in response to deficiencies arising out of FINRA examination program. Settled with AWC. (2015-2016)
- Defended former registered representative and investment adviser representative in response to an SEC and Department of Justice investigation into alleged violations of Section 10 of the '34 Act. (2014 - Ongoing)
- Defended former registered representative and investment adviser representative in response to an SEC and Department of Justice investigation into alleged violations of Section 10 of the '34 Act. Settled with the SEC. DOJ declined to prosecute. (2014 - 2015)
- Defense of former Director of an Ohio-based crowd funding platform in response to Ohio Division of Securities investigation into potential violations of the Ohio Securities Act. No action taken against client. (2014)
- Defense of former public company officer in connection with an SEC insider trading investigation. No action was taken against client. (2013)
- In Re Automotive Parts Antitrust Litigation and In Re Electronic Powered Steering Assemblies - End-Payor Actions, 2:12-md-02311, 2:13-cv-01902 and 2:13-cv-01903: Represent Showa Corporation in connection with a civil case regarding the sale of certain pinion-assist power steering assemblies to Honda Motor Corp., Ltd. (2012 - 2013).
- U.S. v. Showa Corporation, 1:14-CR-044: Represent Showa Corporation in connection with a Department of Justice criminal antitrust investigation into the sale of certain pinion-assist power steering assemblies to Honda Motor Corp., Ltd. (2014).
- Myers, et al. v. Bedway Land and Minerals Company, et al., CVH -2012-0120: Defense of mineral rights owner in response to declaratory judgment and quiet title action under the Ohio Dormant Mineral Act. Summary judgment was awarded to the defendants on all claims. (2014).
- Defense of mineral rights owner in response to declaratory judgment and quiet title action under the Ohio Dormant Mineral Act. Summary judgment was awarded to the defendants on all claims. (2014).
- Henkel v. Aschinger, et al., 167 Ohio Misc.2d 4, 2012 -Ohio-423, Shareholder derivative action initiated following announcement of merger. The Court dismissed the shareholders' claim in their entirety and the transaction closed as negotiated.
- Ramius Private Select Ltd., et al. v. Robert Daugherty, et al., Case No. 10-CV-742173 - Represent hedge fund investors against issuer and executive of hedge fund alleging securities fraud, common law fraud, breach of contract, and other common law claims. (2010 - 2012)
- Ramius Private Select, Ltd. v. Sacha Lainovic, et al., Case No. 12-CV-774615 - Represent hedge fund investors in fraudulent conveyance claims against entities and individuals who were the recipients of fraudulent conveyances from the hedge fund. (2012 - Present)
- In Re Mark Pantenburg - Represent registered representative and investment advisor representative in connection with Ohio Division of Securities enforcement action. Matter tried before an administrative hearing officer and settled.
- University Estates, Inc., et al. v. City of Athens, Ohio, et al. - Represent City of Athens in connection with plaintiffs’ Section 1983 claims relating to the development of a 650 acre mixed-use real estate development. Case dismissed in June 2011 with no liability to client. (2009 - 2011)
- In Re Tribune Company Fraudulent Conveyance Litigation, Case No. 11-MD-2206 - Represent numerous public pension funds in response to state law constructive and intentional fraudulent conveyance claims arising from the leveraged buy out of The Tribune Company and its subsequent bank bankruptcy. Serve on the defense Executive Committee for this complex multi-district litigation matter. (2011 - Present)
- In Re Lyondell Chemical Company Fraudulent Conveyance Litigation, Adv. Pro No. 10-05525 - Represent numerous public pension funds in response to state law constructive and intentional fraudulent conveyance claims arising from the leveraged buy out of The Lyondell Chemical Company and its subsequent bank bankruptcy. (2011 - Present)
- Academic Imaging, LLC v. Soterion Corp. - Represent Soterion Corp. in response to allegations of conversion, breach of fiduciary duty, conversion and negligent misrepresentation in connection with sale of limited liability company membership interests. Status: Settled. (2011 - 2012)
- Ohio Division of Securities Investigation - Represented Wirehouse Broker Dealer in Ohio Division of Securities Investigation into the sale of auction rate securities. Status: No action taken. (2009 - 2010)
- In Re Timothy Lofton - Represented Wirehouse Broker Dealer in Ohio Division of Securities Investigation and denial of license. Status: Client prevailed following an administrative trial and was awarded a securities license and no enforcement action taken. (2009 - 2010)
- Ohio Police & Fire Pension Fund, et al. v. Standard & Poor's, Case No. 2:09-cv-1054 - Represented various public employee retirement funds against certain rating agencies in connection with the issuance of ratings in residential and commercial mortgage backed securities. (2009)
- In Re Abercrombie & Fitch Shareholder Derivative Litigation, Case No. 05-cv-0860 - Defense of Abercrombie & Fitch board members in shareholder derivative litigation. Status: Case dismissed on Motion. (2009)
- In Re National Century Financial Enterprises Litigation - Defense of former outside legal counsel in a $2.5 billion securities fraud action regarding an Ohio healthcare finance company. The client was dismissed from the litigation upon the Court’s granting of our motion to dismiss. This litigation was a complex MDL matter and represented the largest non-public securities fraud in the United States prior to the Madoff investigation. (2008)
- SEC v. Tab Keplinger - Represented former CFO of a public company in an SEC investigation. Status: Settled. (2008)
- SEC Enforcement Investigation - Ohio Division of Securities - Represented individual in an Ohio Division of Securities and SEC investigation involving the alleged sale of interests in real estate investments. Status: No action taken. (2008)
- In Re Brantley Capital Securities Litigation - Represented former CFO of a public company in a securities fraud class action. Status: Settled. (2007)
- In Re ComScape Holding, Inc. - Represented Chairman and CEO of telecommunications company in litigation against the company and individual board members regarding change of control issues. Status: Settled. (2006)
- Securities Regulatory Litigation - Represented private Ohio real estate company and its founders in an enforcement investigation by the Ohio Division of Securities. Status: No action taken. (2006)
- In Re Blue Flame Energy Corp. - Represented the North American Securities Administration Association as an amicus filer in a securities regulatory matter. (2006 - 2008)
- Securities Regulatory Defense - Represented issuer of securities during investigations being conducted by the Securities and Exchange Commission and the Ohio Division of Securities. Status: No action taken. (2006 - 2008)
- Ohio Division of Securities v. Joanne Schneider, Case No. 04-cv-548887 - Served as receiver in a $60 million securities fraud case initiated by the Ohio Division of Securities. As receiver, Fornshell managed a large and diverse business enterprise and liquidated more than $30 Million in assets for the benefit of creditors. (2004 - Ongoing)
- U.S. v. Derrick McKinley; SEC v. Derrick McKinley - Defense of individual against insider trading allegations by the Securities and Exchange Commission and the U.S. Department of Justice. Status: Settled. (February 2005)
- CFTC v. Joseph Foley; U.S. v. Joseph Foley - Defense of individual against market manipulation allegations by the Commodity Futures Trading Commission and U.S. Department of Justice. Status: Settled. (September 2005 - 2007)
- Securities Litigation - Represented client as a Claimant in an NASD securities fraud arbitration against an individual and registered broker/dealer. Status: Settled. (2004 - 2006)
- Bergholtz Coal Holding Company v. Buckeye Industrial Mining Company, et al., 03CV001652 - Represented Bergholtz Coal Holding Company in mineral rights litigation involving the conversion of over 600 acres of coal rights. This matter was tried to judgment in favor of our client. Status: Closed - Judgment for client. (2003 - 2006)
Firm Publications
News
Published In
- Mentioned in Law360 Bankruptcy article on March 25, 2016 - "2nd Circuit Says Tribune Creditors Can't Touch Stock Payouts"
- "Protecting Your Company's Assets as Whiteblowing Rises," Co-author, Litigation, Fall 2015.
- “Rebirth of Aiding-and-Abetting Liability in Private Securities Litigation? -- Maybe,” Co-author, Securities Litigation Journal, ABA Section of Litigation, Winter 2010.
- “No Violation of Law’ Legal Opinions: What They Really Mean,” BNA Securities Regulations & Law, August 11, 2008.
- “Not So Fast: Preemption of State Securities Regulation,” Columbus Bar Lawyers Quarterly, Summer 2007.
- “Securities Salespeople Beware: Ohio is Serious About Revoking Licenses,” Business First, June 8, 2007.
- “Conducting Internal Investigations Requires Several Preliminary Steps,” Business First, October 20, 2006.
- “Receiverships: An Important Tool for Securities Regulators,” Andrews Litigation Reporter: Securities Litigation and Regulation, Volume 12, Issue 12, October 18 2006.
- “Government Regulations May Place Attorney-Client Privilege At Risk,” Business First, August 2006.
- “Receiverships: An Important Tool for Securities Regulators,” Ohio Securities Bulletin, Spring 2006.
- “SEC Regulation of Hedge Fund Advisers,” Cleveland Bar Journal, January 2005.
- “New Legislation Tackles Viatical Settlements,” Ohio Securities Bulletin, Issue 2000:4.
Speaking Engagements
- "Best Supporting Actor: How to Assist Your Board in Fulfilling its Fiduciary Duties," Ice Miller CLE Forum for In-House Counsel, Columbus, Ohio - Dec. 1, 2014
- “Preparing for and Responding to a Governmental Investigation,” Ice Miller CLE Forum for In-House Counsel, Columbus, Ohio - Dec. 4, 2014
- "SEC Reform and Enforcement Priorities," National Conference on Public Employee Retirement Systems, 2012 Annual Conference, May, 2012
- Masters Series on Alternative Fee Arrangements - Panel Member, Columbus Bar Association, Sept. 11, 2009
- “Surviving State and Federal RIA Regulation: A Look at Regulatory Audits, Compliance Programs and Recent Developments," Co-presenter, SZD Securities and Litigation Breakfast Exchange, Nov. 15, 2007
- 2006 Ohio Securities Conference, October, 2006
- Columbus Bar Association’s Securities Committee.
- Cleveland Securities Institute.
- North American Securities Administrators Association Attorney Training Program.
- National Association of Insurance Commissioners Annual Conference.
- Bowne’s Annual Securities Conference.