Matthew C. Solomon’s practice focuses on securities enforcement and litigation, white-collar criminal defense, and complex commercial litigation.

Before joining Cleary in 2017, Matt served for 15 years as a white-collar prosecutor and unit chief with the U.S. Department of Justice and as a senior enforcement official with the U.S. Securities and Exchange Commission—most recently as the SEC’s Chief Litigation Counsel.

Matt represents global financial institutions, public and private companies, private equity firms, asset managers, and individual corporate executives and employees on a broad range of issues and disputes spanning from regulatory compliance and remediation advice to government-facing and high-stakes commercial litigation. Matt leverages his high-level government experience as a federal prosecutor and supervisor and as an SEC enforcement official to vigorously represent his clients’ interests before criminal and regulatory authorities, including the SEC, DOJ, CFTC, FINRA, and State Attorneys General.  In recognition of his litigation prowess, Matt was named Litigator of the Week in July 2023 by The American Lawyer’s Litigation Daily following a favorable summary judgment decision in a high-profile crypto case (Matt later secured a full dismissal for his client).

Matt has tried more than 20 cases to verdict, including as lead counsel in complex, white-collar jury trials in federal courts across the United States. He has also briefed and argued cases in the U.S. Courts of Appeals.

Prior to joining Cleary, Matt served as the SEC’s Deputy Chief Litigation Counsel in 2012 before being promoted to Chief Litigation Counsel in 2013. As the agency’s top litigator, Matt led the SEC’s 150-attorney national trial unit and supervised the SEC’s litigated cases in federal court and administrative proceedings. Matt interacted with the SEC enforcement staff nationwide in relation to complex issues arising in investigations and counseled the directors of the SEC’s Enforcement Division as well as its specialized divisions, including the Divisions of Corporation Finance and Trading and Markets, on issues relating to litigation strategy and risk.

Before joining the SEC, Matt served in prominent positions for nearly a decade with the DOJ, including as an Assistant U.S. Attorney, as the Chief of the Fraud Unit for the 350-lawyer U.S. Attorney’s Office for the District of Columbia, and as an Honors Program trial attorney in the Criminal Division’s Public Integrity Section. He also spent nearly two years (on detail from the DOJ) serving as Counsel to the Chairman of the U.S. Senate Judiciary Committee where he worked on criminal law and national securities issues.

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Notable Experiences

Select Corporate Investigations and Litigations

  • OPKO Health, Inc., a publicly traded healthcare company, in an SEC investigation, federal court litigation and highly favorable resolution, and in connection with related derivative and class action litigation.

  • Nissan Motor Corp. in an SEC investigation and subsequent resolution in connection with former CEO Carlos Ghosn’s arrest and indictment in Japan.

  • T-Mobile U.S. and Deutsche Telekom in a multi-week federal trial brought by a coalition of state attorneys general challenging the merger of T-Mobile and Sprint, which, after a verdict clearing the merger, resulted in a combined company with an enterprise value of $146 billion.

  • A global financial institution in connection with an SEC investigation into ESG practices that ended with no action taken by the agency.

  • The second-largest U.S.-based digital asset trading platform in connection with an SEC investigation into whether the company is operating as an unregistered exchange, broker/dealer, and clearing agency in violation of the Securities Act.

  • A Fortune 100 company in connection with an SEC investigation into a cyber breach, resulting in no action taken by the agency.

  • Old Ironsides Energy, an oil- and gas-focused private equity firm, in connection with an SEC investigation and resolution.

  • Medytox Inc., a global pharmaceutical company, in Indiana state court litigation in connection with misappropriation of trade secrets allegations.

  • Virtu Financial, Inc., a financial services company, in connection with several regulatory matters before the SEC and various exchanges and in connection with several SEC resolutions.

  • Citibank, N.A., in connection with multiple regulatory investigations.

  • A cryptocurrency investment firm in an examination by the SEC’s Office of Compliance Inspections and Examinations.

  • An international cosmetics company in connection with an SEC investigation into sales and accounting practices that ended with no action taken by the agency.

  • A regional U.S. bank in connection with a DOJ, SEC, and Federal Reserve Board investigation arising out of the reporting of potential related-party transactions.

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Select Individual Representations and Litigations

  • Successful defense in litigation of Brad Garlinghouse, the CEO of Ripple Labs Inc., in successfully obtaining the dismissal with prejudice of federal scienter-based claims following the successful defense of all other claims on summary judgment.

  • A Fortune 100 CEO in connection with an SEC investigation relating to perquisites and benefits, resulting in no action by the SEC.

  • Co-founder and COO of a fintech company in connection with potential SEC registration claims.

  • A former Senior Vice President of a global construction firm in connection with an SEC investigation into accounting practices, resulting in no action by the SEC.

  • A hedge fund manager in connection with an SEC investigation and resolution related to short-selling allegations.

  • A former CFO of a multi-billion-dollar European hedge fund in connection with an SEC investigation, resulting in no action by SEC.

  • A former CFO of a global shipping company in connection with a DOJ and SEC investigations into potential accounting and procurement fraud, resulting in no action taken by the DOJ or the SEC.

  • A former Senior Vice President of a global engineering company in connection with DOJ and SEC investigations into potential accounting fraud, resulting in no action taken by the DOJ or SEC.

  • A partner at a Big Four accounting firm in connection with a PCAOB auditor independence inquiry, resulting in no action taken by the PCAOB.

  • A U.S. congressman in connection with a federal public corruption investigation, resulting in no action taken by the DOJ.

  • A procurement official of a global telecommunications company in connection with DOJ and SEC investigations into potential accounting fraud, resulting in no action taken by the SEC.

  • A former senior financial analyst at a Fortune 100 company in connection with an SEC investigation into potential accounting fraud, resulting in no action taken by the SEC.

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Select Compliance/Advisory Matters

  • Retained as an expert witness in connection with a New York Supreme Court trial involving a dispute between hedge fund partners and their former fund.

  • Retained to train securities traders nationwide at a multi-billion-dollar hedge fund on civil and criminal insider trading laws.

  • Advised numerous U.S. issuers in relation to an SEC cyber sweep.

  • Advised a Fortune 100 company in connection with redesigning its global compliance and investigative policies and procedures in multiple jurisdictions.

  • Advised a global financial institution on the efficacy of its information walls to guard against the improper use of material non-public information.

  • Conducted a privileged analysis of a multi-billion-dollar private equity fund’s fee and expense allocations between funds.

  • Advised a global hospitality company on its anti-corruption policies and procedures.

  • Advised multiple global financial institutions and investment advisers in connection with revisions to whistleblower and anti-retaliation policies and procedures.

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Selected Activities

  • Steering Committee Member, 2021 Forum on SEC Enforcement, Cambridge Forums
  • Barrister, Edward Bennett Williams Inn of Court

Publications

“2023 Year-in-Review: Developments and Trends in White Collar Enforcement Litigation,” (co-authored with Lisa Vicens, David A. Last, and Amira Perryman) Cleary Gottlieb Selected Issues for Boards of Directors in 2024, January 17, 2024

“SEC Announces FY 2023 Enforcement Results with Second-Highest Penalties on Record,” (co-authored with Robin Bergen, Tom Bednar, Sarah Choi, Andrea Trespalacios and Justin M. McCoy) Cleary Enforcement Watch blog, November 27, 2023 

“MiCAR and Morrison: Navigating Opportunities and Challenges for U.S. Digital Asset Companies in the EU and in the UK,” (co-authored with Laura Prosperetti, Bernardo Massella Ducci Teri, and Andreas Wildner), Global Legal Insights, November 2, 2023.

“Takeaways From DOJ’s Novel Insider Trading Indictment,” (co-authored with Adam E. Fleisher, Tom Bednar, and Sarah Choi), Law360, April 11, 2023

“DOJ and SEC Charge Healthcare Executive With Insider Trading Through a Rule 10b5-1 Trading Plan, Marking DOJ’s First Such Indictment,” (co-authored with Adam E. Fleisher, Tom Bednar
and Sarah Choi), Cleary Enforcement Watch blog post, March 8, 2023.

“U.S. SEC Enforcement 2022 Year in Review,” (co-authored with Robin M. Bergen, Tom Bednar, Alexander Janghorbani and Meghan A. Leibold), December 5, 2022.

“Implications Of SEC’s Latest Insider Trading Charges,” (co-authored with Tom Bednar and Sarah Choi), Law360, September 30, 2022.

“Lessons From the SEC’s Largest-Ever Audit Firm Penalty,” (co-authored with Lisa Vicens and Tom Bednar), Law360, July 13, 2022. 

“5th Circuit Decision Further Undermines Use of Administrative Courts for SEC Enforcement Actions and Provides Fresh Ammunition to SEC Rulemaking Challenges,” (co-authored with Tom Bednar, Alexander Janghorbani, and Jackie Brune), Westlaw Today, June 17, 2022.

“SEC Nearly Doubles Size of Digital Asset Enforcement Team,” (co-authored with David Lopez, Tom Bednar, Alexander Janghorbani, and Samuel Levander), Cleary Cybersecurity and Privacy Watch blog post, May 4, 2022.

“SEC’s “Shadow Trading” Insider Trading Case Allowed to Proceed,” (co-authored with Adam E. Fleisher, Robin Bergen, Daniel Montgomery, and Tom Standifer), Cleary Enforcement Watch blog post, January 24, 2022.

“2021 Developments in Securities and M&A Litigation,” (co-authored with Joon H. Kim, Victor L. Hou, Roger A. Cooper, Lisa Vicens, Jared Gerber, Rishi N. Zutshi, Nowell D. Bamberger, Abena Mainoo, Rahul Mukhi, Lina Bensman, Mark E. McDonald, Alexander Janghorbani, Anthony M. Shults, Avion A. Tai, and Chelsea Hanlock), Cleary Gottlieb Alert Memorandum, January 18, 2022.

“SEC Charges Eight Companies and Signals Need for Better Disclosures About Delayed Filings,” (co-authored with Nicolas Grabar, David Lopez, Alexander Janghorbani, and Fernando A. Martinez), Cleary Gottlieb Alert Memorandum, May 6, 2021.

“The SEC’s Whistleblower Program: What Every Company Needs to Know,” (co-authored with Sean X. McKessy), New York Law Journal, January 15, 2021

“Priorities, Trends and Developments in Enforcement and Compliance,” (co-authored with Joon H. Kim, Robin M. Bergen, Lisa Vicens, and Samuel Levander) Selected Issues for Boards of Directors in 2021, January 11, 2021.

“SEC Brings Enforcement Action Against Global Brokerage Company, Finding False and Misleading Statements In Connection With Non-GAAP Financial Measures,” (co-author with Nick Grabar, Lisa Vicens, and Robin M. Bergen) Cleary Enforcement Watch blog post, November 9, 2020.

“What to Expect From the Biden Administration,” (co-author with Giovanni P. Prezioso, Francesca L. Odell, James E. Langston, Helena K. Grannis, Joon H. Kim, Victor L. Hou, D. Bruce Hoffman, Leah Brannon, Jeremy J. Calsyn, Kyle A. Harris, Paul Marquardt, Chase D. Kaniecki, Michael J. Albano, Mary E. Alcock, Diana L. Wollman, Jason R. Factor, and Corey M. Goodman), Cleary Gottlieb Alert Memorandum, November 9, 2020; republished by by Harvard Law School Forum on Corporate Governance and Financial Regulation, November 11, 2020

“SEC Internal Controls Case Demonstrates Agency’s Focus On MNPI Issues In The Stock Buyback Context,” (co-author with Matthew P. Salerno, James E. Langston, Jeffrey D. Karpf, Nicolas Grabar and Francesca L. Odell), Cleary Gottlieb Alert Memorandum, October 19, 2020; featured in the Society for Corporate Governance Weekly Newsletter October 21, 2020

“SEC Issues Enforcement Action Against Unikrn, Inc. for its ICO, Prompting Rare Public Dissent from Commissioner Hester Peirce,” (co-author with Alexis Collins, Colin D. Lloyd, Zachary L. Baum and Jim Wintering), Cleary Enforcement Watch blog, September 24, 2020

“Supreme Court Upholds, with Limits, the SEC’s Authority to Seek Disgorgement,” (co-author with Breon S. Peace, Alexander Janghorbani and Robin M. Bergen), Cleary Gottlieb Alert Memorandum, June 25, 2020

“Supreme Court Puts the Brakes on the “Bridgegate” Scandal and Affirms That Property Must Be the Object of Federal Fraud Schemes,” (co-author with David Brodsky, Rahul Mukhi, and Victoriya Levina), Cleary Gottlieb Alert Memorandum, May 11, 2020; republished by Law360, May 12, 2020

“SEC Chief Accountant Weighs in on Accounting Issues During the COVID-19 Outbreak,” (co-author with Sandra L. Flow, Nicolas Grabar and Abena Mainoo), Cleary Enforcement Watch blog, April 9, 2020

“Second Circuit: Criminal Fraud Statutes Do Not Require Prosecutors to Show that Tippers in Insider-Trading Cases Received a ‘Personal Benefit,’ (co-authored with David E. Brodsky, Lev L. Dassin, Victor L. Hou, Robin M. Bergen, and Jonathan S. Kolodner) Cleary Gottlieb Alert Memorandum, January 13, 2020

“Headwinds and Shifting Priorities: Beyond the Numbers in the SEC Enforcement Division’s 2019 Annual Report,” (co-authored with Robin Bergen, Alexander Janghorbani, Jenny Paul, and Samuel H. Chang), November 11, 2019, republished by the NYU Compliance & Enforcement blog, November 12, 2019

“Supreme Court to Consider Whether the SEC Has Authority to Seek Disgorgement in Federal Court Actions: Will the Court Further Prune the SEC’s Enforcement Powers?,” (co-authored with Robin Bergen, Jennifer Kennedy Park, Alexis Collins, and Alex Janghorbani, November 4, 2019, republished by Law360, November 6, 2019

“SEC Brings Settled Action Against Mylan N.V. for Alleged Failure to Disclose Government Investigation,” (co-authored with Robin Bergen, Adam Fleisher, Rahul Mukhi and Alexander Janghorbani), October 8, 2019, republished by the Columbia Law School Blue Sky Blog, October 15, 2019 and Law360, October 17, 2019

“Proposed Bad Actor Disqualification Act of 2019 Would Severely Limit the Availability of Waivers for Institutions Entering into Settlements with the SEC and DOJ,” (co-authored with Robin Bergen, Alexander Janghorbani, and Joon Kim), July 9, 2019; republished Harvard Law School Forum on Corporate Governance and Financial Regulation, July 20, 2019

“SEC’s Gladius Enforcement Shows That Cooperation Pays,” (co-authored with Pamela Marcogliese, Alex Janghorbani, and Jim Wintering) Law360, March 12, 2019; republished Harvard Law School Forum on Corporate Governance and Financial Regulation, March 14, 2019

“Retail, Remedies, Resources and Results: Observations From the SEC Enforcement Division 2018 Annual Report,” (co-authored with Robin Bergen, Alexis Collins, Anne Hilby, and Adam Motiwala), Cleary Enforcement Watch blog, November 6, 2018; republished by the Harvard Law School Forum on Corporate Governance and Financial Regulation, November 24, 2018

“The Tesla Settlement – What It Means for Other Companies,” (co-authored with Nicolas Graber and David Lopez) Harvard Law School Forum on Corporate Governance and Financial Regulation, November 14, 2018

“Lorenzo v. SEC: Will the Supreme Court Further Curtail Rule 10b-5?” (co-authored with Roger Cooper and Les Silverman) Harvard Law School Forum Corporate Governance and Financial Regulation, July 30, 2018

“Supreme Court Ruling on SEC-Appointed Judges,” (co-author with Alex Janghorbani), Harvard Law School Forum on Corporate Governance and Financial Regulation, July 16, 2018

“Cleary Gottlieb Discusses SEC’s Latest Take on Digital Assets as Securities,” (co-author with Mike Krimminger, Pam Marcogliese and Zachary Baum), Columbia Law School Blue Sky Blog, June 21, 2018

“Kokesh and Its Impact on SEC Enforcement, a Year Later,” (co-author with Alexander Janghorbani and Michael Heckmann), Law360, June 4, 2018

“Failure to Disclose a Cybersecurity Breach” (co-author with Pam Marcogliese, Rahul Mukhi, and Kal Blassberger), Harvard Law School Forum on Corporate Governance and Financial Regulation, May 17, 2018 

“The SEC Cyber Unit’s First 6 Months, and What’s Ahead,” (co-author with Jonathan Kolodner, Rahul Mukhi, and Anne Titus Hilby), Law360, April 2, 2018

“Pitfalls of Voluntary Remediation by Investment Firms,” (co-author with Robin Bergen, Adrian Rae Leipsic, and Alexis Collins), Law360, February 8, 2018

“Supreme Court Grants Certiorari on the Constitutionality of SEC ALJ Appointments–What This Means for the Securities Industry,” (co-author with Alex Janghorbani and Richard R. Cipolla), Compliance & Enforcement blog from the Program on Corporate Compliance and Enforcement and New York University School of Law, January 24, 2018

“Analysis of SEC Enforcement Division Annual Report,” (co-author with Robin Bergen and Alexis Collins), Harvard Law School Forum on Corporate Governance and Financial Regulation, December 6, 2017

“Cleary Gottlieb Discusses Federal Spoofing Conviction,” (co-author with Lewis Liman and Jonathan Kolodner), The Columbia Law School Blue Sky Blog, August 16, 2017

“Supreme Court Applies Five-Year Statute of Limitations to SEC Disgorgement Claims,” (co-author with Lewis Liman and Alexander Janghorbani), Harvard Law School Forum on Corporate Governance and Financial Regulation, June 7, 2017

“Fate of the SEC In-House Court: Careful What You Wish For,” (co-author with Alexander Janghorbani and Richard Cipolla), Law360, May 23, 2017

“Acting SEC Chair’s Steps to Centralize the Process of Issuing Formal Orders—Are Commentators Drawing the Right Lessons?” (co-author with Lisa Vicens), Harvard Law School Forum on Corporate Governance and Financial Regulation, March 13, 2017

“GC Whistleblowing And Other Implications From Bio-Rad,” Law360, February 28, 2017

Events