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Matteo Gatti

Professor of Law

Matteo Gatti teaches business organizations, mergers and acquisitions, and corporate finance. After working for a corporate law firm in Italy, Russia, and New York, and being in-house counsel at a multinational television company, he joined the Rutgers faculty in 2012. He is the author of a book and several journal articles. Professor Gatti is a Research Member of the European Corporate Governance Institute.

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Location

Rutgers Law School 123 Washington Street 494 Newark, NJ 07102

Phone
973-353-5159
Email

mgatti@law.rutgers.edu

Curriculum Vitae
Curriculum Vitae

Role

Faculty

Areas of Expertise

Securities Regulation, Securities Litigation, Mergers & Acquisitions, International Finance, Executive Compensation, Economics (Law &), Corporate Governance, Corporate Compliance, Comparative Law, Bankruptcy

Biography

Matteo Gatti is Professor of Law at Rutgers Law School, which he joined in 2012. Professor Gatti received his J.D. summa cum laude from the University of Milan, his LL.M. from Harvard Law School and his S.J.D. in Corporate Law from the University of Brescia. He began his legal teaching career in the corporate and commercial law department at the University of Milan School of Law then, after receiving his LL.M., taught courses and seminars in securities regulation, mergers and acquisitions, and corporate finance, as an assistant professor at the University of Milan–Bicocca School of Law. Prior to joining the Rutgers faculty, Professor Gatti also practiced on corporate and M&A matters at Cleary Gottlieb in Rome, Milan, Moscow, and New York, and served as M&A and international in-house counsel for a cable TV company listed on the NYSE.

Professor Gatti is the author of a book and several scholarly articles and chapters published on primary law journals, books, and treaties, including the Journal of Corporation Law, North Carolina Law Review, Journal of Corporate Law Studies, Hastings Law Journal, European Business Organization Law Review, and BYU Law Review. Professor Gatti’s works have been cited in influential corporate, securities, and M&A treatises in the U.S. and Europe, and in legal and financial journals in the U.S. and around the globe, including Brazil, Finland, Germany, Greece, Italy, Singapore, Spain, South Korea, Sweden, Taiwan, Turkey, and the U.K. One article was mentioned by the EC Commission as part of its review of the implementation of the Takeover Bids Directive. Professor Gatti is a frequent contributor to the CLS Columbia Blue Sky Blog, the Harvard Law School Forum on Corporate Governance and Financial Regulation, the Oxford Business Law Blog, among others. Professor Gatti is affiliated with the Rutgers Center of Corporate Law and Governance. Professor Gatti is a Research Member of the European Corporate Governance Institute (ECGI). He is a member of the New York Bar.

Publications

  1. How Does Board-Shareholder Engagement Really Work? Evidence from a Survey of Corporate Officers and from Disclosure Data, with Giovanni Strampelli and Matteo Tonello, in Board-Shareholder Dialogue: Policy Debate, Legal Constraints and Best Practices (forthcoming 2023, Luca Enriques & Giovanni Strampelli eds., Cambridge University Press).
  2. Interested Voting, forthcoming BYU L. Rev. (2023).
  3. Creeping Acquisitions in Europe, with Luca Enriques, in European Takeovers: The Art of Acquisition (3rd, 2022, Alejandro Fernández de Araoz ed.).
  4. Collusion and Other Deviations from the Highest Paid Price Rule, with Federica Cadorin, in European Takeovers: The Art of Acquisition (3rd, 2022, Alejandro Fernández de Araoz ed.).
  5. Stakeholder Syndrome: Does Stakeholderism Derail Effective Protections for Weaker Constituencies?, with Chrystin Ondersma, 100 C. L. Rev. 167-235 (2021).
  6. Foreword, in The Conference Board, 2021 Proxy Season Preview and Shareholder Voting Trends (2017-2020) (2021).
  7. Can a Broader Corporate Purpose Redress Inequality? The Stakeholder Approach Chimera, with Chrystin Ondersma. 46 Corp. L. 1-73 (2020).
  8. Did Delaware Really Kill Corporate Law? Shareholder Protection in a Post-Corwin World 16 Y.U. J. Bus. L. 345-418 (2020).
  9. Board-Shareholder Engagement Practices. Findings from a 2018 Survey of SEC-Registered Companies 1-43, with Matteo Tonello, Conference Board Director Notes (2019).
  10. Upsetting Deals and Reform Loop: Can Companies and M&A Law in Europe Adapt to the Market for Corporate Control?, 25 Colum. J. Eur. L. 1-74 (2019).
  11. Creeping Acquisitions in Europe 27-38, with Luca Enriques, in European Takeovers: The Art of Acquisition (2nd, 2018, Jeremy Grant ed.).
  12. Reconsidering the Mergers Process: Approval Patterns, Timeline, and Shareholders’ Role in Mergers, 69 Hastings L.J. 835-924 (2018).
  13. It’s My Stock and I’ll Vote If I Want To: Conflicted Voting by Shareholders in (Hostile) M&A Deals, 47 Mem. L. Rev. 181-290 (2016).
  14. Creeping Acquisitions in Europe: Enabling Companies to Be Better Safe than Sorry, with Luca Enriques, 15 Corp. L. Studies 55-101 (2015).
  15. The Power to Decide on Takeovers: Directors or Shareholders, What Difference Does it Make?, 20 J. Corp. & Fin. L. 73-144 (2014).
  16. Is There a Uniform EU Securities Laws After the Financial Services Action Plan?, with Luca Enriques, in Company Law and Finance 167 (Paul Krüger Andersen & Karsten Engsig Sørensen eds., 2008).
  17. Is There a Uniform EU Securities Laws After the Financial Services Action Plan?, with Luca Enriques, 14 J.L. Bus. & Fin 43-82 (2008).
  18. EC Reforms of Corporate Governance and Capital Markets Regulation: How Do They Affect Outside Investors?, with Luca Enriques, 28 J. Int.’l L. & Bus. 1-34 (2007).
  19. The Uneasy Case for Top-Down Corporate Law Harmonization in the European Union, with Luca Enriques, in Economics of European Union Law 576 (Paul B. Stephan ed., 2007)
  20. The Uneasy Case for Top-Down Corporate Law Harmonization in the European Union, with Luca Enriques, 27 Pa. J. Int’l Econ L. 939-98 (2006).
  21. Optionality Arrangements and Reciprocity in the Takeover Directive, in European Takeovers. The Art of Acquisition 103 (Jeremy Grant ed., 2005).
  22. Optionality Arrangements and Reciprocity in the Takeover Directive, 6 Bus. & Org. L. Rev. 553-79 (2005).
  23. Mancata promozione di opa obbligatoria e risarcimento del danno, Giurisprudenza commerciale, 2005, II, 774-96 [Liability for Failure to Launch a Mandatory Bid].
  24. Accordi opzionali e reciprocità nella direttiva sulle opa, Nuova giurisprudenza civile commentata, 2005, 416-33 [Optionality Arrangements and Reciprocity in the European Takeover Directive].
  25. Appunti sulla nozione di partecipazione rilevante per i presupposti e per l’oggetto dell’opa successiva alla luce della riforma del t.u.f., Diritto banca mercati finanziari, 2005, 163-76 [Notes on the Definition of Participation Interest Relevant for the Mandatory Bid Regime under the Revised Consolidated Financial Act].
  26. Opa e struttura del mercato del controllo societario, Giuffrè, Milano, 2004, 1-389 [Tender Offers and the Structure of the Market for Corporate Control].
  27. Le azioni con voto subordinato all’effettuazione di un’opa e l’«autorizzazione di conferma», Giurisprudenza commerciale, 2004, I, 511-41 [Shares with Voting Rights Contingent upon a Tender Offer and the Principle of “Subsequent Authorization”].
  28. Una proposta discussa in materia di opa: la risoluzione legislativa del Parlamento europeo sulla tredicesima direttiva, Giurisprudenza commerciale, 2001, I, 141-46 [A Debated Proposal on Tender Offers: The European Parliament Resolution on the XIII Directive].
  29. Responsabilita’ dei revisori negli USA, in Amministratori Fiduciari: Di chi? (Antonino D’Angelo ed., 2001) [Auditors’ Liability under U.S. Law].
  30. La passivity rule in Italia, in Amministratori Fiduciari: Di chi? (Antonino D’Angelo ed., 2001) [Directors’ Passivity Rule in Italy].
  31. La società target in pendenza di offerta pubblica d’acquisto, Giurisprudenza commerciale, 2000, I, 599-654 [The Target Company pending a Tender Offer].
  32. Il controllo dell’ufficio del registro delle imprese, Giurisprudenza commerciale, 1998, II, 632-50 [The Scrutiny of the Register of Companies].