Matthew L. Mustokoff

Partner

EDUCATION
  • Wesleyan University
    B.A. 1997, Phi Beta Kappa
  • Temple University Beasley School of Law
    J.D. 2000, Articles editor of the Temple Political and Civil Rights Law Review; Raynes McCarty Graduation Prize for scholarly achievement in the law
ADMISSIONS
  • New York
  • Pennsylvania
  • USDC, District of Colorado
  • USDC, Southern District of New York
  • USDC, Eastern District of New York
  • USDC, Eastern District of Pennsylvania
  • USDC, Eastern District of Arkansas
  • USDC, Western District of Arkansas
  • USCA, Second Circuit
  • USCA, Third Circuit
  • USCA, Eighth Circuit
  • USCA, Eleventh Circuit
  • USCA, Federal Circuit
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Matthew L. Mustokoff, a partner of the Firm, is an accomplished securities and corporate governance litigator. He has represented clients at the trial and appellate level in numerous high-profile cases involving a wide array of matters, including financial fraud, market manipulation, corporate takeovers, unfair trade practices, and patent infringement.

Matt has litigated several nationwide securities cases on behalf of U.S. and overseas investors. He played a major role in prosecuting In re Citigroup Bond Litigation (S.D.N.Y.), involving allegations that Citigroup concealed its exposure to subprime mortgage debt on the eve of the 2008 financial crisis. The $730 million settlement marks the second largest recovery ever in a Securities Act class action brought on behalf of corporate bondholders. Matt represented the shareholder class in In re Pfizer Securities Litigation (S.D.N.Y.), a twelve-year fraud case alleging that Pfizer concealed adverse clinical results for its pain drugs Celebrex and Bextra. The case settled for $486 million following a victory at the Second Circuit Court of Appeals reversing the district court’s dismissal of the action on the eve of trial. Matt also served as class counsel in In re JPMorgan Chase Securities Litigation (S.D.N.Y.), arising out of the “London Whale” derivatives trading scandal. The case resulted in a $150 million recovery.

Matt served as lead counsel to several prominent mutual funds in securities fraud actions in Manhattan federal court against Brazil’s state-run oil company, Petrobras, arising out of a decade-long bid-rigging scheme, the largest corruption scandal in Brazil’s history. Matt’s significant courtroom experience includes serving as one of the lead trial lawyers for shareholders in the only securities fraud class action arising out of the financial crisis to be tried to jury verdict.

Prior to joining the Firm, Matt practiced at Weil, Gotshal & Manges LLP in New York where he represented public companies and financial institutions in SEC enforcement and white collar criminal matters, shareholder litigation and contested bankruptcy proceedings.

A frequent speaker and writer on securities and corporate law issues, Matt’s publications have been cited in more than 75 law review articles and treatises. Most recently, he authored “Loss Causation on Trial in Rule 10b-5 Litigation a Decade After Dura,” Rutgers University Law Review (2017). Matt has been a featured panelist at the American Bar Association’s Section of Litigation Annual Conference and NERA Economic Consulting’s Securities and Finance Seminar. Since 2010, Matt has served as the Co-Chair of the ABA Subcommittee on Securities Class Actions.

Matt is a Phi Beta Kappa graduate of Wesleyan University. He received his law degree from Temple University School of Law.

Experience
Ongoing Cases
  • Kessler Topaz represents Sjunde AP-Fonden (“AP7”), one of Sweden’s largest pension funds, in a securities fraud class action against Goldman Sachs in the Southern District of New York.  This case arises out of Goldman’s role in the 1Malaysia Development Berhad (“1MDB”) money laundering scandal, one of the largest financial frauds in recent memory.  

    In 2012 and 2013, Goldman served as the underwriter for 1MDB, the Malaysia state investment fund masterminded by financier Jho Low, in connection with three state-guaranteed bond offerings.  In concert with Goldman, Low and other conspirators including government officials from Malaysia, Saudi Arabia and the United Arab Emirates ran an expansive bribery ring, siphoning $4.5 billion from the bond deals which Goldman peddled as investments for Malaysian state energy projects.  In actuality, the deals were shell transactions used to facilitate the historic money laundering scheme.  Nearly $700 million of the diverted funds ended up in the private bank account of Najib Razak, Malaysia’s now-disgraced prime minister who was convicted for abuse of power in 2020.  Other funds were funnelled to Low and his associates and were used to buy luxury real estate in New York and Paris, super yachts, and even help finance the 2013 film “The Wolf of Wall Street.”  

    Goldman netted $600 million in fees for the three bond offerings—over 100 times the customary fee for comparable deals.  In October 2020, the U.S. Department of Justice announced that Goldman’s Malaysia subsidiary had pled guilty to violating the Foreign Corrupt Practices Act (“FCPA”) which criminalizes the payment of bribes to foreign officials, and that Goldman had agreed to pay $2.9 billion pursuant to a deferred prosecution agreement.  This amount includes the largest ever penalty under the FCPA.  

    AP7 filed a 200-page complaint on October 2019 alleging that Goldman and its former executives, including Chief Executive Officer Lloyd Blankfein and President Gary Cohn, violated Section 10(b) of the Securities Exchange Act by making false and misleading statements about Goldman’s role in the 1MDB fraud.  When media reports began to surface about the collapse of 1MDB, Goldman denied any involvement in the criminal scheme.  Simultaneously, Goldman misrepresented its risk controls and continued to falsely tout the robustness of its compliance measures.  Defendants’ motion to dismiss is currently pending before U.S. District Judge Vernon S. Broderick.  
     

  • In early 2018, Kessler Topaz filed the first of seven opt-out securities fraud actions in New Jersey federal court on behalf of U.S., European, and Middle Eastern institutional investors against Perrigo and its former chief executive and chief financial officers.  These actions stem from Perrigo’s efforts to mislead investors to stave off a hostile takeover bid by pharmaceutical rival Mylan NV in 2015.  The plaintiffs allege that Perrigo failed to disclose problems concerning the company’s $4.5 billion acquisition of Omega Pharma NV, an over-the-counter healthcare company based in Belgium, and misrepresented its ability to withstand pricing pressure from the influx of competing drugs in the generic drug markets.

    On July 30, 2019, Judge Madeline Cox Arleo of the U.S. District Court of New Jersey denied defendants’ motions to dismiss the actions.  Discovery is ongoing.   

  • In January 2019, Kessler Topaz filed a class action in the United States District Court for the District of Delaware on behalf of a U.S. institutional investor against Advance Auto Parts, Inc. (AAP), its CEO Thomas R. Greco, and its former CFO Thomas Okray.  The complaint alleges that Greco and Okray disregarded internal forecasts of negative sales growth and made materially false and misleading statements regarding AAP’s ability to deliver “positive” sales and operating margin growth in fiscal year 2017.    

    On February 7, 2020, U.S. District Judge Richard G. Andrews sustained in large part the investors’ claims.  Discovery is ongoing.

  • Kessler Topaz serves as co-lead counsel in a securities fraud class action brought on behalf of Allergan plc shareholders, based on the company’s participation in an industry-wide conspiracy to fix the prices of generic drugs.  Shareholders allege that notwithstanding Allergan’s prominent role in this illicit price-fixing scheme, the company repeatedly misrepresented to investors that it was not engaged in anticompetitive conduct—even as the company became ensnared in an investigation by the U.S. Department of Justice and 46 state attorneys general.

    On August 6, 2019, the Honorable Katherine S. Hayden of the U.S. District Court for the District of New Jersey issued a lengthy opinion denying defendants’ motions to dismiss the complaint and sustaining investors’ claims in full.  The case is now in discovery.   

  • In September 2018, Kessler Topaz was appointed to represent a putative class of investors in consolidated actions in the United States District Court for the District of New Jersey against pharmaceutical giant Celgene and several of its executive officers.  This securities fraud case involves Celgene’s concealment of a critical drug metabolite discovered during the clinical development of the multiple sclerosis drug Ozanimod and the company’s ongoing misrepresentations to investors that Ozanimod was on track to be approved by the U.S. Food and Drug Administration (FDA) pursuant to the company’s timeline.  Unbeknownst to the public, the discovery of the metabolite required substantial, additional studies mandated by the FDA that imperiled the timeline for regulatory approval.  After Celgene filed a facially deficient new drug application with the FDA, the agency issued a rare, “refuse-to-file” letter, causing investors to question the company’s prior assurances and the company’s stock price to plummet. 

    On December 19, 2019, U.S. District Judge John Michael Vasquez issued a 49-page opinion sustaining the shareholders’ claims.  The case is now in discovery.  

  • In a multi-district litigation stemming from the 2010 Deepwater Horizon oil-rig explosion in the Gulf of Mexico, we represent seven public pension funds that purchased BP securities on the London Stock Exchange. Our clients allege that BP misrepresented its compliance with safety protocols and concealed the true extent of the oil spill following the explosion. We successfully opposed BP’s motion to dismiss, obtaining a landmark decision that allows our clients to pursue English law fraud claims in Texas federal court. The ruling was the first by a U.S. court to uphold foreign law securities fraud claims following the Supreme Court’s 2010 decision in Morrison v. National Australia Bank which limited the reach of the federal securities laws to U.S. transactions.  

Representative Outcomes
  • This securities fraud class action in Manhattan federal court arose out of Pfizer’s concealment of clinical results for two arthritic pain drugs, Celebrex and Bextra. Despite being aware of significant cardiovascular adverse events in clinical trials, Pfizer misrepresented the safety profile of the drugs until the U.S. Food & Drug Administration discontinued a key trial, forced the withdrawal of Bextra from the market, and issued an enhanced warning label for Celebrex. Following a summary judgment order dismissing the case several weeks before trial was set to begin, we successfully appealed the dismissal at the U.S. Court of Appeals for the Second Circuit and the case was remanded for trial.

    After twelve years of litigation, the case resolved in 2016 with Pfizer agreeing to pay the shareholder class $486 million, the largest-ever securities fraud settlement against a pharmaceutical company in the Southern District of New York.

  • This securities fraud class action in the United States District Court for the Southern District of New York stemmed from the “London Whale” derivatives trading scandal at JPMorgan Chase. Shareholders alleged that JPMorgan concealed the high-risk, proprietary trading activities of the investment bank’s Chief Investment Office, including the highly volatile, synthetic credit portfolio linked to trader Bruno Iksil—a.k.a., the “London Whale”—which caused a $6.2 billion loss in a matter of weeks. Shareholders accused JPMorgan of falsely downplaying media reports of the synthetic portfolio, including on an April 2012 conference call when JPMorgan CEO Jamie Dimon dismissed these reports as a “tempest in a teapot,” when in fact, the portfolio’s losses were swelling as a result of the bank’s failed oversight. 

    This case was resolved in 2015 for $150 million, following U.S. District Judge George B. Daniels’ order certifying the class, representing a significant victory for investors.

  • This shareholder derivative action challenged a conflicted “roll up” REIT transaction orchestrated by Glade M. Knight and his son Justin Knight.

    The proposed transaction paid the Knights millions of dollars while paying public stockholders less than they had invested in the company. The case was brought under Virginia law, and settled just ten days before trial, with stockholders receiving an additional $32 million in merger consideration.

  • Represented the Miami Beach Employees’ Retirement Plan, the City of Tallahassee Pension Plan, the Philadelphia Public Employees Retirement System and the Southeastern Pennsylvania Transportation Authority Pension Fund in pursuing claims against Citigroup for concealing its exposure to subprime mortgage debt—exposure that, once revealed, led to massive investment losses during the 2008 financial crisis. 

    Investors’ claims resulted in a historic settlement of $730 million, the second largest recovery ever under Section 11 of the Securities Act.   

  • This securities fraud class action in Vermont federal court involved allegations that Green Mountain and its former chief executive officer and chief financial officer misrepresented the true state of demand for the coffee giant’s products.  The investor class alleged that the defendants concealed the company’s ballooning inventory and slackening demand in order to prop up Green Mountain’s stock price, while the company’s CEO and CFO were engaged in massive insider selling, reaping tens of millions of dollars at the expense of shareholders.    

    The case was resolved in 2018 for $36.5 million, following a significant appellate victory at the U.S. Court of Appeals for the Second Circuit which reversed the district court’s initial dismissal of the action and provided important guidance on the role of insider trading allegations in establishing scienter (or intent to defraud) under the federal securities laws.  This is believed to be the largest settlement of a securities suit in the history of the District of Vermont.

  • Kessler Topaz represented several prominent U.S. and overseas mutual funds and pension funds as opt-out plaintiffs in securities fraud actions in Manhattan federal court against Petrobras, Brazil’s state-owned oil conglomerate.  These cases arose out of a decade-long bribery and kickback scheme that has been called the largest corruption scandal in Brazil’s history and resulted in dozens of criminal convictions. The plaintiff funds alleged that Petrobras concealed bribes to senior officers and government officials and improperly capitalized these bribes as assets on the company’s books in order to inflate the value of its oil refineries.

    The Honorable Jed S. Rakoff of the U.S. District Court for the Southern District of New York appointed Kessler Topaz to serve as liaison counsel to the Court on behalf of the 27 opt-out plaintiffs in this sprawling litigation.  In October 2015, Judge Rakoff denied Petrobras’ motions to dismiss our clients’ complaints.  Following expedited discovery and with trial on the horizon, these actions were favorably resolved less than a year later as part of a confidential settlement.  

Speaking Engagements

Matt has lectured and appeared on speaking panels in the United States and Europe on a variety of topics, including corporate governance, class certification and damages in securities cases, opt-out shareholder litigation, and securities enforcement trends. These engagements include:

"The Proliferation of Shareholder Opt-Out Litigation: Prosecuting, Defending, and Settling Direct Actions After ANZ Securities," 2018 American Bar Association Section of Litigation Annual Conference, San Diego, CA, May 3, 2018

“Opting Out of the Petrobras Class Action,” Institutional Investors Forum, Washington D.C., October 27, 2016

“Recent Developments in Securities Class Actions: Class Certification After Halliburton II,” NERA Economic Consulting’s 16th Securities and Finance Summer Seminar, Park City, Utah, July 4, 2016

“The Petrobras Litigation: A Case Study in Political Scandal, Cartelism and Financial Fraud,” The Rights and Responsibilities of Institutional Investors Conference, Amsterdam, The Netherlands, March 10, 2016

“Are the Courtroom Doors Closing to U.S. Investors? Erosions in Shareholders’ Rights and What Investors Can Do to Reverse the Trend,” Fifth Annual Evolving Fiduciary Obligations of Pension Plans Seminar, Washington, D.C., February 18, 2014

“Delaware Deal Litigation: The Plaintiff’s Perspective,” Benjamin Cardozo School of Law, Corporate Governance Seminar, New York, December 7, 2010

“Conducting Internal Investigations and Making Voluntary Disclosures: Is it Worth the Risk?,” 2010 American Bar Association Section of Litigation Annual Conference, New York, April 22, 2010

Publication

“Loss Causation on Trial in Rule 10b-5 Litigation a Decade After Dura,” Rutgers University Law Review (Fall 2017)

"Damages and Predominance in Securities Class Actions After Comcast,” Review of Securities & Commodities Regulation (June 2015)

"Foreign Law Securities Fraud Claims in U.S. Courts After Morrison,” ABA Securities Litigation Journal (Winter 2014)

“Proving Securities Fraud Damages at Trial,” Review of Securities & Commodities Regulation (June 2013)

“Is Item 303 Liability Under the Securities Act Becoming a ‘Trend’?,” ABA Securities Litigation Journal (Summer 2012)

“The Maintenance Theory of Inflation in Fraud-on-the-Market Cases,” Securities Regulation Law Journal (Spring 2012)

“Statistical Significance, Materiality, and the Duty to Disclose,” ABA Securities Litigation Journal (Fall 2010)

“Delaware and Insider Trading: The Chancery Court Rejects Federal Preemption Arguments of Corporate Directors,” Securities Regulation Law Journal (Summer 2010)

“The Pitfalls of Waiver in Corporate Prosecutions: Sharing Work Product with the Government,” Securities Regulation Law Journal (Fall 2009)

“Fraud Not on the Market: Rebutting the Presumption of Reliance Twenty Years After Basic Inc. v. Levinson,” Hastings Business Law Journal (Spring 2008)

“Scheme Liability Under Rule 10b-5: The New Battleground in Securities Fraud Litigation,” The Federal Lawyer (June 2006)

“Proving Scienter in SEC Aiding and Abetting Cases,” Insights: The Corporate & Securities Law Advisor (May 2006)

“Sovereign Immunity and the Crisis of Constitutional Absolutism: Interpreting the Eleventh Amendment After Alden v. Maine,” Maine Law Review (2001)

National Endowment of the Arts v. Finley: Striking a Balance Between Art and the State or Sealing the Fate of Viewpoint Neutrality?,” Temple Political & Civil Rights Law Review (1999)

Awards/Ranking

Benchmark Litigation Stars, 2020 

Lawdragon 500 Leading Plaintiff Financial Lawyer, 2019

Community Involvement

Co-Chair, American Bar Association Subcommittee on Securities Class Actions and Derivative Litigation (2011-present); Co-Chair, American Bar Association Subcommittee on Internal Investigations and Corporate Prosecutions (2009-2010)