Matt Costigan Partner Winston & Strawn LLP
Matt Costigan is a corporate partner in Winston & Strawn’s Chicago office who concentrates his practice on mergers and acquisitions, private equity and venture capital, securities issuances, and corporate governance.
Mr. Costigan represents acquiring and acquired companies in both public and private acquisitions, cross-border transactions, joint ventures, and equity investments. In addition, he represents private equity and venture capital funds with respect to portfolio investments and buyout transactions and represents issuers and investment banks in a variety of finance transactions.
His experience includes representing Motorola Solutions, Inc. and Motorola Mobility, Inc. in a variety of consummated acquisitions, divestitures, equity investments, public securities offerings, and venture capital financings, including Motorola’s:
$1.2 billion divestiture of its network infrastructure equipment group;
$3.9 billion acquisition of publicly held Symbol Technologies;
$1.4 billion public offering of senior notes;
$300 million investment in Clearwire Corporation;
$140 million acquisition of publicly held Terayon Communications; and
$1.6 billion divestiture of its semiconductor chip group.
News
New Development Winston & Strawn Represents Navitas Systems LLC
New Development Winston & Strawn Represents Beam Inc. in Sale of Economy Brands
New Development Winston & Strawn Represents Motorola in Wireless Network Infrastructure Assets Divestiture
Press Release Winston & Strawn Ranks as Top Tier Law Firm in Key Practices According to Legal 500
Media Mention Winston Attorneys Assist Motorola in Symbol Technologies, Inc. Acquisition
Accolade Winston Counsels Motorola in $3.9 Billion Symbol Acquisition
Past Events
October 4, 2012 Speaking Engagement Matt Costigan Discusses Cross-Border Transactions at Northwestern Law's Annual Corporate Counsel Institute
March 17-18, 2008 Sponsorship Winston Sponsors 2008 IVCA Midwest Venture Summit
June 5, 2013 Briefing Delaware Court of Chancery Applies Business Judgment Rule to Controlling Stockholder Going-Private Transaction
On May 29, 2013, in the case of In Re MFW Shareholders Litigation, Chancellor Leo Strine of the Delaware Court of Chancery held that controlling stockholder going-private transactions may be protected by the deferential business judgment rule, rather than the more stringent entire fairness standard, if the “controlling stockholder merger has, from the time of the controller’s first overture, been subject to (i) negotiation and approval by a special committee of independent directors fully empowered to say no, and (ii) approval by an uncoerced, fully informed vote of a majority of the minority investors.”
January 15, 2013 Briefing Delaware Court Revisits “Don’t Ask, Don’t Waive” Standstills
For the second time in a matter of weeks, the Delaware Court of Chancery has addressed the legality of “don’t ask/don’t waive” standstill provisions, which could have the effect of precluding losing bidders in an auction from making a topping bid after a merger agreement is signed with the winning bidder but before it is approved by shareholders.
October 5, 2010 Briefing SEC Issues New Guidance on MD&A
In a release dated September 17, 2010, the SEC issued guidance on the disclosure of a company’s liquidity and capital resources in the MD&A section of its SEC filings.
July 22, 2010 Briefing SEC Seeks Comments on U.S. Proxy System
On July 14, 2010, the Securities and Exchange Commission approved the issuance of a long-anticipated concept release concerning the U.S. proxy system.
April 19, 2010 Briefing SEC Brings Regulation FD Enforcement Action
In March 2010, the SEC brought an enforcement action under Regulation FD against a company and its former CEO for signaling disappointing quarterly results during a phone call received by the CEO from an investment advisor.
November 30, 2009 Briefing SEC Brings First Enforcement Proceeding Under Reg G for Improper Use of Non-GAAP Numbers
On November 12, 2009, the SEC announced that it had brought its first enforcement proceeding under Regulation G under the Securities Exchange Act of 1934 since its enactment in 2003. Reg G, as it is commonly called, regulates the use by public companies of non-GAAP financial measures in public disclosures such as press releases, Web sites and conference calls.
November 2, 2009 Briefing Delaware Court Holds That Fiduciary Disclosure Principles Do Not Apply to ROFR Purchases
In an intriguing case of first impression, the Delaware Court of Chancery recently held in Latesco, L.P. v. Wayport, Inc. that fiduciary disclosure principles do not apply to purchases by insiders pursuant to contractual "right of first refusal" provisions.
October 6, 2009 Briefing SEC Indicates How Companies May Avoid Regulation FD Enforcement Proceedings
Regulation FD generally requires public companies to publicly disclose material nonpublic information that has been selectively disclosed to members of the investment community.
September 22, 2009 Briefing New Guidance From the SEC on Regulation FD
On August 14, 2009, the SEC’s Division of Corporation Finance published new Compliance and Disclosure Interpretations regarding Regulation FD, which generally requires public companies to publicly disclose material nonpublic information that has been selectively disclosed to members of the investment community
August 4, 2009 Briefing The Cuban Case and Confidential Disclosures by Public Companies
The recent U.S. district court opinion in SEC v. Cuban, although unlikely to significantly alter corporate practices, is a useful reminder of best practices for corporations and their advisors and shareholders when giving and receiving confidential information.
July 27, 2009 Briefing SEC Approves NYSE Rule Eliminating Broker Discretionary Voting in Uncontested Elections of Directors
On July 1, 2009, the Securities and Exchange Commission approved an amendment to NYSE Rule 452 to eliminate broker discretionary voting for the uncontested election of directors.
July 1, 2009 Briefing SEC Seeks Public Comment on Proposed Shareholder Proxy Access Rules
On May 20, 2009, the Securities and Exchange Commission voted in favor of proposed new rules that would require public companies to include in their proxy materials director nominees proposed by shareholders in addition to those proposed by management.
May 29, 2009 Briefing SEC Proposes New Shareholder Proxy Access Rule
On May 20, 2009, the Securities and Exchange Commission voted in favor of proposed new rules that would require public companies to include in their proxy materials director nominees proposed by shareholders in addition to those proposed by management.
Education
Mr. Costigan received a B.A. in economics from Northwestern University in 1992 and a J.D. from Northwestern University School of Law in 1998, where he served as senior articles editor for the Northwestern Journal of Criminal Law and Criminology.
