Matthew P. Bosher

Matthew advises and defends clients in matters relating to financial reporting, corporate governance, and regulatory compliance, and has been involved in some of the most significant financial and accounting matters of the last 20 years. Matthew’s clients say that “he is our trusted counsel due to his technical expertise and responsiveness.” (Chambers USA 2024)

He represents public companies, officers and directors, accounting firms, and others in SEC investigations and enforcement actions, private securities fraud suits, and other complex commercial litigation. He also conducts internal investigations concerning allegations of accounting fraud, alleged breaches of fiduciary duties, violations of the Foreign Corrupt Practices Act (FCPA), and other alleged regulatory compliance failures. Matthew regularly advises audit committees on ethics and compliance matters and internal controls.

Government and Internal Investigations

• Confidential SEC Investigation: Defense of national accounting firm in multiple ongoing SEC investigations relating to firm’s audits of crypto companies.
• Confidential SEC Investigation: Defense of national accounting firm in ongoing SEC investigation following audit client’s restatement.
• Confidential SEC Investigation: Represented Big Four accounting firm and individual auditors in connection with SEC investigation into alleged accounting fraud and violations of professional accounting rules. Firm and auditors ultimately exonerated in an administrative hearing.
• Confidential PCAOB Investigation: Represent national accounting firm in PCAOB investigation relating to multiple alleged quality control deficiencies and independence violations.
• Confidential PCAOB Investigation: Represented international accounting firm in investigation relating to firm’s alleged failure to cooperate in PCAOB inspection. Matter ultimately terminated without penalty.
• Represented multiple national accounting firms (and their partners) before more than 20 state boards of investigation, including New York, Florida, Texas, and California, in matters related to alleged audit failures and licensure matters.

• Confidential IRS Inquiries: Represent national accounting firm in multiple IRS inquiries relating to work on tax shelters.
• Confidential RMBS Working Group Investigation: Represented issuer of subprime RMBS in government investigation relating to disclosures in RMBS offering materials. Matter terminated without penalty after two years of investigation.
• Confidential SEC Investigation: Representing issuer of RMBS collateralized by short-term residential loans in multi-year SEC investigation relating to investor disclosures and servicing of the portfolio.
• Confidential SEC Investigation: Represented subprime RMBS investor in connection with SEC investigation relating to the investor’s valuation of certain securities and disclosures relating to those valuations. After more than three years of investigation, SEC terminated the investigation without penalty.
• Confidential DOJ and SEC Investigations: Represented international tobacco company and executives in connection with SEC and Department of Justice investigations into alleged FCPA violations in South America, Europe, Africa, and Asia.
• Confidential SEC Investigation: Represented independent directors of Fortune 100 technology company in connection with SEC investigation into alleged earnings manipulation. Matter settled on favorable terms proposed by independent directors.
• Confidential SEC Investigation: Represented underwriter of municipal bonds in investigation regarding the accuracy of disclosures in the Official Statement.
• Confidential Attorney General Investigation: Conducted internal investigation for Fortune 500 retailer relating to allegations of insider trading and in connection with an investigation by the New York Attorney General.
• Confidential State Securities Commissions Investigations: Represented trust company in enforcement proceedings brought by several state securities commissions relating to the sale of life settlement contracts. After discovery and briefing, client was dismissed from all enforcement proceedings without any penalty.
• Confidential FINRA Investigation: Represented large broker dealer in FINRA investigation relating to alleged fraud in disclosures to investors.
• Internal Investigation: Conducted internal investigation on behalf of Fortune 500 retailer relating to alleged violations of the FCPA in connection with retailer’s activities in China.
• Internal Investigation: Conducted internal investigation on behalf of special litigation committee of Fortune 50 financial services company relating to derivative suits alleging, among other things, breaches of fiduciary duties after company suffered significant losses.
• Internal Investigation: Conducted internal investigation for Fortune 30 financial institution into issues associated with collapse and bankruptcy of the largest nondepository mortgage lender in the United States.
• Internal Investigation: Conducted internal investigation for European engineering firm in connection with allegations of government procurement fraud.
• Internal Investigation: Conducted internal investigation for US-based retail company in connection with alleged corruption in Mexico.
• Internal Investigation: Conducted internal investigation at national transportation company following allegations of earnings smoothing.

Business and Accounting Litigation

• Accounting Litigation (California and Florida): Represent national accounting firm in multi-district litigation relating to the collapse of FTX.
• Accounting Litigation (E.D. Va and Virginia State Court): Represented national accounting firm in ERISA and malpractice action filed in federal court and related fraud and malpractice action filed in state court. All claims were dismissed prior to discovery. The successful motions to dismiss clarified key accountant defenses, including (i) the privity doctrine and (ii) reliance on “hold harmless” and merger provisions in engagement letters.
• Accounting Litigation (C.D. Cal.): Represented national accounting firm against malpractice claims relating to firm’s audit of large municipality. Settled favorably at close of discovery.
• Accounting Litigation (S.D.N.Y.): Represented Big Four accounting firm against claims of fraud, negligence, and breach of fiduciary duty brought by the acquirer of the firm’s audit client. Court granted motion to dismiss prior to any discovery.
• Accounting Class Action (S.D.N.Y.): Represented Big Four accounting firm in securities class action alleging auditors committed fraud in connection with audit client’s understated reserves. Settled favorably during jury selection.
• Accounting Class Action (S.D.N.Y.): Represented Big Four accounting firm in securities class action alleging fraud in connection with audit client’s accounting for an acquisition. Settled favorably before discovery.
• Derivative Litigation (4th Cir.): Represented company in derivative action brought by disgruntled minority shareholder. Judgment in favor of company was affirmed by the court of appeals.
• Post-Purchase Accounting Arbitration: Represented seller of business in dispute relating to the valuation of a CMBS portfolio. Independent accountant arbitrator found in our client’s favor on all issues.
• Securities Class Action (E.D. Wisc. and 7th Cir.): Successfully moved to dismiss securities class action against executives of issuer of subprime securities. Suit alleged fraud relating to issuer’s disclosures about its liquidity during the financial crisis. Dismissal affirmed by the court of appeals.
• Securities Class Action (S.D.N.Y.): Represented issuer of asset-backed securities in securities class action alleging fraudulent disclosures relating to bonds backed by manufactured home loans.
• Breach of Fiduciary Duty Litigation (S.D.N.Y.): Represented US subsidiary of Swiss financial services company against claims of breach of fiduciary duty and breach of contract relating to a short-term financing facility. Case dismissed with prejudice prior to discovery.
• FDIC Litigation (D.D.C.): Represented Fortune 30 bank in litigation with the FDIC regarding losses related to mortgage warehouse lending business.
• FDIC Litigation (S.D.W.Va.): Defended bank chairman against FDIC claims of negligence and breach of fiduciary duty following bank’s failure during the financial crisis.

Accounting Profession Transactional and Advisory Work

• Represented Fishman Block + Diamond, LLP in its strategic combination with Cerity Partners.

• Represented Cohen & Company in connection with formation of alternative practice structure and investment in nonattest business by Lovell Minnick Partners.

• Represented Armanino LLP in connection with formation of alternative practice structure and investment in nonattest business by Further Global.

• Represented TowerBrook Capital Partners on investment in EisnerAmper.
• Represented Cherry Bekaert in connection with formation of alternative practice structure and strategic investment by Parthenon Capital.
• Represented Lightyear Capital on its acquisition of assets from and new venture with Schellman & Company, LLC.
• Represented Creative Planning LLC, one of the largest Registered Investment Advisors in the country, in connection with its acquisition of the nonattest business of BerganKDV.
• Represented Smith + Howard in connection with formation of alternative practice structure and strategic investment by Broad Sky Partners.
• Represented A-LIGN Compliance and Security in connection with investments by FTV Capital and Warburg Pincus.
• Advised Citrin Cooperman Advisors in connection with its acquisition of the nonattest business of Berdon LLP.
• Represented private equity-owned services company (operating in an alternative practice structure) to design policies and procedures to comply with accounting regulations.
• Represented private equity-owned services company in sale to another private equity fund.
• Represented international network of firms on auditor independence matters and vicarious liability risks.
• Represented New Mountain Capital in connection with its announced significant growth investment in the non-attest business of Grant Thornton.
• Advised Bain Capital in connection with minority growth investment in Sikich LLC.
• Represent ZBS Partners in connection with the development of the Crete Professionals Alliance, including investments in the nonattest businesses of multiple regional accounting firms.
• Represented Alpine Investors in connection with the development of the Ascend platform and investment in the nonattest businesses of multiple regional accounting firms.
• Advised Trinity Hunt Partners on its strategic investment in the advisory business of MarksNelson.
• Represented Mazars USA in connection with acquisition by Forvis and formation of Forvis Mazars network.

• Recognized as a Leader in Litigation: General Commercial, Virginia, Chambers USA, 2021–2024
• Recognized in Leaders in the Law, Virginia Lawyers Weekly, Class of 2014

• Board of Directors, GReat Aspirations Scholarship Program (GRASP), 2016–2022
• Public Member, Virginia Board of Accountancy, 2014–2020
• Board of Directors, Cristo Rey Richmond High School, 2017–2019
• Board of Directors and Executive Committee, Mid-Atlantic Innocence Project, 2015–2019
• Board of Directors and Executive Committee, Hanover Tavern Foundation, 2015–2018
• Advisory Board, St. Bridget School, 2015–2018