Matthew Faranda-Diedrich

Biography

Matthew Faranda-Diedrich is a partner in the Litigation and Corporate & Business Groups. Renowned for transforming challenges into opportunities, he provides strategic counsel that empowers business leaders at every level, whether advising boards of directors, publicly traded companies, CEOs, or privately held founders.

Matthew’s ability to inspire trust and build lifelong relationships positions him as more than just an advisor– he becomes an extension of their team. By prioritizing a comprehensive understanding of each client’s business operations and both near and long-term goals, Matthew ensures his strategies are aligned with their objectives, delivering tailored solutions that drive success and foster lasting partnerships.

Litigation

Clients turn to Matthew when their business is on the line, confident they will gain an advocate who pushes past obstacles, rejects limitations, and takes on the challenge of creating a resolution out of chaos. He thrives in high-pressure situations, excelling against formidable opponents. Matthew goes beyond the argument to study the players involved to leverage the law thoughtfully – often in a novel or unique way – as a means to achieve his clients’ ultimate business objectives.

Matthew has a diverse background handling cases involving shareholder disputes, corporate divorce, corporate governance issues, breach of fiduciary duty, breach of contract, and indemnification and purchase price claims as well as matters involving restrictive covenants, trade secrets, insurance coverage, Ponzi schemes and bid protests. In addition, Matthew has carved out a niche in investigative work, special litigation committee work on behalf of both publicly traded and private companies and investor-driven litigation. Regardless of the forum – arbitration, mediation, state, federal, or appellate courts, or in-house against government investigations – Matthew deftly adapts to the twists and turns no matter the opponent.
Matthew represents clients in industries spanning financial services, healthcare, manufacturing, industrial, construction, technology, technology-enabled companies, Fortune 500 financial services companies, and more.

Litigation Matters

• Represented an investor to redeem approximately $8 million in investments from an alleged Ponzi scheme immediately before it collapsed. Successfully devised a unique strategy for protecting the investor’s assets long term by exposing a critical weakness in the prosecution’s approach – a team that included the DOJ, FINRA, SEC, and FBI – ultimately resulting in a favorable outcome for the client.
• Represented a mobile device seller – that purchased thousands of hotspots from a reseller for use by schoolchildren during COVID – in its claims when the mobile devices were never delivered. Successfully secured a more than $1 million judgment against several of the key defendants.
• Represented a leading nationwide software-focused provider of compliance solutions in its breach of contract, misappropriation of trade secrets, and unfair competition claims in a two-week jury trial ending in our client’s favor, where the jury assessed punitive damages in addition to compensatory damages.
• Represented a leading nationwide software-focused provider of compliance solutions in an indemnification purchase price claim following its purchase of a business for $28 million where the seller ultimately committed fraud and attempted to restart the business he sold. Prevailed in Delaware Chancery Court on the eve of trial, resulting in a permanent injunction against the seller from further harming the business ever again.
• Successfully represented an owner of an RIA to retain his interests in the face of accusations of misconduct. Prior to the mandated arbitration, we strategically identified a narrow opening that allowed for a Chancery Court proceeding leading to a status quo order freezing all action against our client’s interest pending the conclusion of the arbitration.
• Represented an investment firm against allegations of ordinance and zoning laws totaling more than $2 million in charges. Successfully devised an “offense for defense” strategy, initiating a class action against a large municipality challenging the legality of a city ordinance, resulting in key leverage points to broker a deal that was more favorable to the client.
• Represented an audio-visual systems firm and its employees against breach of restrictive covenant claims, successfully uncovering fatal deficiencies in the competitor’s restrictive covenants that could have negatively impacted their national business operations, leaving them no choice but to withdraw their claims.
• Led a cross-disciplinary effort on behalf of the beneficiaries of an estate to quickly oust the current executor who was mismanaging assets. In addition, maximized the value of the estate by obtaining insurance proceeds in a disputed proceeding involving the Commissioner of Insurance from PA. Successfully repositioned the estate’s largest piece of property – which was a drain on the estate – with a solar developer, ultimately leading to a profitable sale and a continuing revenue stream on future profits.
• Served as lead counsel in a class action against the largest toll road operator in America on a claim valued at more than $200 million, involving a law that we ultimately changed due to our ability to expose weaknesses in said law.
• Successfully resolved a multi-million dollar dispute with a dissident shareholder in Chancery Court on behalf of a technology company listed as one of the 500 Fastest Growing Companies in North America.
• Represented an international financial services company in the successful defense of a proposed class action asserting claims of fraud, RICO, and consumer protection law violations, De Lage Landen Financial Services, Inc. v. Rasa Floors LP, 792 F. Supp. 2d 812 (E.D. Pa. 2011) and 269 F.R.D. 445 (E.D. Pa. 2010).
• Participated in a case obtaining partial summary judgment in favor of the directors and officers of Adelphia Communications on a potential claim exceeding $200 million, and participated in the subsequent defense of the criminal indictment resulting in the dismissal of certain counts on double jeopardy grounds, the United States v. Rigas, 605 F.3d 194 (3d Cir. 2010) (en banc).
• Lead trial counsel to a Fortune 100 electric holding company in the largest post-AVI commercial property tax appeal in Philadelphia, resulting in a collective tax reduction of more than $50 million.
• Argued the appeal on behalf of a Fortune 500 insurer, resulting in the Third Circuit affirming most of the trial court’s rulings in favor of the client.
• Lead trial counsel for a general contractor in a multimillion-dollar construction defect case, resulting in an advantageous settlement for the client on the eve of trial.
• Lead trial counsel for the owner of one of the largest manufacturing facilities in Philadelphia on breach of warranty claims against an international Fortune 100 multinational conglomerate company.

Corporate

Over the years, Matthew has shaped a role as outside general counsel to numerous companies, becoming a true business partner in driving corporate growth. He values the responsibility of being his clients’ first call for guidance, serving as their sounding board at every step.

Matthew works hand-in-hand with his clients, steering them through strategic M&A deals, advising on corporate governance issues, providing compliance and risk counseling, negotiating separation and resolution agreements, establishing new businesses, drafting NDAs and confidentiality agreements, and generally offering practical and sound advice.

His corporate clients include both public and private companies, family-owned businesses, and various c-suite and board members in diverse industries, including manufacturing, industrial, water treatment, private equity, bridge lending, banking/financial services, technology, and software, among others.

Corporate Matters

• Directed an interdisciplinary team to address corporate governance and risk issues on behalf of a healthcare company, culminating in a leveraged buy-out of the company by a private equity buyer and syndicated senior secured credit facility. 
• Partnered with a company in the highly regulated wastewater treatment industry in its corporate reorganization work to develop divisions within the company so that it could efficiently sell off a single division. Led the successful sale, which also resulted in the preservation of the company’s overall long-term value. 
• Represented the buyer in the technology-enabled service field in its first of many roll-up acquisitions, helping the client navigate the intricacies of a sale in order to successfully preserve the company’s value for future rollups. 
• Led a transactional team representing the largest loan servicer in the US (at the time), in CMBS transactions that included assumptions and defeasances valued at tens of billions of dollars.

Banking & Finance

Matthew has developed a deep understanding of the financial services industry, skillfully guiding clients in an environment that is constantly evolving and subject to complex regulations. Leveraging this knowledge, he offers outside general counsel services to general counsels, c-level executives, officers, and boards of directors of financial service providers in various areas, including corporate matters, operations, risk and compliance, employment issues, and vendor services management.

Matthew regularly represents banks and borrowers as it relates to commercial lending work involving real estate, asset-based deals, and other financings. In addition, he brings a distinct focus on negotiating and leading sophisticated lending transactions, including assumptions and defeasances, as well as multifaceted CMBS transactions.

Matthew also handles restructurings, workouts, and foreclosures involving troubled loans, both on a consensual basis and in courts nationwide. He appreciates that clients rarely want to own more real estate or engage in lengthy and costly litigation. As a result, Matthew keeps a clear focus on his clients’ legal objectives and emphasizes creative problem solving to align workout strategy with business goals.

Banking & Finance Matters

• Repositioned a workout – in less than 60 days – involving several non-performing loans totaling $7 million into a sale of the loan for full book value. 
• Led a sophisticated team in conducting due diligence, preparing and negotiating loan documents, and coordinating the closing of a Construction to Permanent Term Loan for the development of a 260,000+ square foot industrial warehouse on a 34+ acre vacant property.
• Represented a rapidly growing American-based manufacturer in negotiating a term loan and revolving line of credit facility, enabling the company to scale its operations in the precious metals industry.
• Implemented a strategy to pivot from numerous separate litigations involving 9 delinquent loans secured by dwindling collateral to the sale of the loan portfolio, resulting in a net profit of more than $1 million. Steered the matter from initial litigation to loan sale closing in less than 45 days.
• Obtained a judgment in favor of a commercial bank on a lender liability counterclaim exceeding $1 million, resulting in the dismissal of the counterclaims with prejudice, foreclosure on the mortgaged property, and, soon thereafter, a satisfactory settlement with the borrowers.
• Successfully defended a federal credit union in the defense of a proposed class action involving purported violations of the Uniform Commercial Code, with damages claimed in excess of $5 million leading to a favorable settlement for a fraction of the damages sought.
• Represented a bank as the largest secured creditor in a Chapter 11 case related to a loan for a hotel and restaurant. When it became apparent that the debtors would not be able to find a purchaser, negotiated with the debtors’ counsel for voluntary dismissal of the bankruptcy case and, instead, recommended and facilitated a sale of the subject properties at a satisfactory value for the bank.