Mr. O'Toole is the chair of Potter Anderson's Business Group, a member of the firm's Executive Committee, and chair of the firm's Blockchain Committee. He concentrates his practice on corporate and business transactions, particularly the structure and use of Delaware business entities, including corporations, limited liability companies, partnerships (general and limited) and statutory trusts. He often serves as counsel to lenders, borrowers, investors, managers, trustees and other parties involved in both domestic and international business transactions. His practice frequently involves providing third-party legal opinions concerning Delaware’s General Corporation Law, Delaware’s alternative entity statutes, the Delaware UCC and other applicable law.
Matt currently serves as a member, and is the immediate past chair, of the Council of the Corporation Law Section of the Delaware State Bar Association. He also sits on the drafting committees responsible for the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, the Delaware Revised Partnership Act, and the Delaware Statutory Trust Act. Matt has served previously on other committees established by the Council, including the Technology Update Committee, which undertook a comprehensive review of Delaware’s General Corporation Law to study and recommend changes to that statute to accommodate current technology. He is one of the principal drafters of the Delaware Revised Captive Insurance Company Act and the Delaware Insurance Company Mutual-to-Stock Conversion Act. He also serves on the legislative committee of the Delaware Captive Insurance Association.
Matt is co-author of Symonds & O'Toole on Delaware Limited Liability Companies, published by CSC/LexisNexis. His articles on amendments to Delaware’s corporate and alternative entity statutes and the Delaware UCC are published regularly in CSC’s Delaware Laws Governing Business Entities and he is author of the “Delaware Limited Liability Company Practice Guide,” in State Limited Liability Company & Partnership Laws, published by Aspen Law & Business. In addition, he has written a number of other publications and guides that serve as references for both business and legal professionals.
Matt has been recognized in The Best Lawyers in America for corporate law, mergers and acquisitions law and securitization and structured finance law. He also has been recognized as one of the leading corporate, alternative entities, and M&A lawyers in Delaware by Chambers & Partners.
- Norton Annual Survey of Bankruptcy Law, September 2017
- Law360, March 21, 2017
- The First Block in the Chain: Proposed Amendments to the DGCL Pave the Way for Distributed Ledgers and BeyondThe Harvard Law School Forum on Corporate Governance and Financial Regulation, March 16, 2017
- Gerber v. Enterprise Products Holdings, LLC; When a Contractual Presumption of Good Faith Isn't Good EnoughSeptember 30, 2013
- August 15, 2017
- June 22, 2017
- June 13, 2017
- May 26, 2017
- Three Potter Anderson Attorneys Named “Lawyers of the Year” and 21 Attorneys Named as "the Best Lawyers in America" for 2017August 15, 2016
- Chambers USA 2016 Names 21 Potter Anderson Attorneys and 5 Practice Areas Among the Best in DelawareMay 27, 2016
- August 24, 2015
Events & Speaking Engagements
- O'Toole, Kelly and Maxwell to Discuss Updates to Delaware's LLC Act and Related Case Law DevelopmentsOctober 24, 2017
- September 27, 2017
- February 26 - March 1, 2017
- November 2-4, 2016
- The ARIA Resort & Casino, Las Vegas, February 28 - March 2, 2016
College of William & Mary Marshall-Wythe School of Law, J.D., 1992
Fordham University, M.A., 1988
Fordham University, B.A., summa cum laude, 1985
Former law clerk to the Honorable Rebecca Beach Smith, U.S. District Judge, United States District Court, Eastern District of Virginia.
Bar & Court Admissions
- United States District Court for the District of Delaware
Professional Activities and Honors
- American Bar Foundation, Life Fellow
- American Bar Association, Business Law Section Committee on Partnerships and Unincorporated Business Organizations, Committee on Legal Opinions
- Delaware State Bar Association, Corporation Law and Commercial Law Sections; Chair of the Corporation Law Section; Committee on Limited Liability Companies and Partnerships