Matthew Sferrazza

He | Him | His

Associate

Los Angeles
T +1.310.979.8434
F +1.310.820.8859

Overview

Matthew Sferrazza is an experienced securities attorney with a broad background in general corporate matters and transactions across industries. He has drafted a range of complex disclosures for filings required by the SEC under the Securities Exchange Act of 1934 and Securities Act of 1933, such as registration statements, annual reports, quarterly reports, current reports and proxy statements. Matt’s public company work has involved a mix of ongoing reporting, transactions, offerings and advising. He also has significant corporate governance experience.

Matt has advised clients facing hostile takeover, interfaced with SEC staff to avoid enforcement and other issues, facilitated internal investigations and drafted governance documents. His transactional experience ranges from deals involving public companies, such as mergers, acquisitions and IPOs, to those for private and startup clients, such as private placements, venture financing and crowd funding.

Having served as outside general counsel to companies, Matt also has experience with day-to-day advising, commercial contracts, entity formation and structuring, stock plans and equity grants, corporate cleanup and changing status under state corporate law. He enjoys learning new industries and has served clients doing business in medicine, oil and gas, finance, entertainment, cannabis, automotive, paper, real estate and food and beverage, as well as non-profits.

Select Experience

Securities, Capital Markets, and Corporate Finance

  • Represented pharmaceutical company in alternative public offering in connection with fund raise and reverse merger. Reviewed, edited and drafted the “Super 8-K” with Form 10 information (business description, risk factors, MD&A, etc.).
  • Represented mineral leasing company for ongoing periodic reporting (e.g. 10-K, 10-Q, 8-K, proxies, etc.) with the SEC. Reviewed draft SEC filings, discussed issues with corporate principals and auditors, assessed materiality and reporting obligations, prepared risk factors and other disclosures for periodic and current reports under the securities laws, and oversaw and coordinated document revision and Edgar submission process.

Corporate Governance

  • Successfully advised an energy company’s board of directors through installation and use of a poison pill tied to preferred stock issued as assurance for a special tranche of a credit facility. Drafted loan agreement with an option to convert debt into preferred stock, certificate of designation for preferred stock and related disclosures in multiple Current Reports on Forms 8-K filed with SEC throughout litigated challenges to poison pill, which survived challenge.
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Experience

Securities, Capital Markets, and Corporate Finance

  • Represented pharmaceutical company in alternative public offering in connection with fund raise and reverse merger. Reviewed, edited and drafted the “Super 8-K” with Form 10 information (business description, risk factors, MD&A, etc.).
  • Represented mineral leasing company for ongoing periodic reporting (e.g. 10-K, 10-Q, 8-K, proxies, etc.) with the SEC. Reviewed draft SEC filings, discussed issues with corporate principals and auditors, assessed materiality and reporting obligations, prepared risk factors and other disclosures for periodic and current reports under the securities laws, and oversaw and coordinated document revision and Edgar submission process.
  • Represented media, medical and other companies in $50 million Tier 2 securities offerings under Regulation A+, advising on advertising, comments from SEC staff and other matters during the offering process.

Corporate Governance

  • Successfully advised an energy company’s board of directors through installation and use of a poison pill tied to preferred stock issued as assurance for a special tranche of a credit facility. Drafted loan agreement with an option to convert debt into preferred stock, certificate of designation for preferred stock and related disclosures in multiple Current Reports on Forms 8-K filed with SEC throughout litigated challenges to poison pill, which survived challenge.
  • Advised medical company with reporting obligations in going private transaction. Retained investment banker for fairness opinion, formed special committee with newly-appointed independent directors to assess fairness of proposed and alternative transactions, drafted current reports on Form 8-K, advised company on going private transactions under Rule 13e-3, and drafted Schedule 13e-3, merger agreement and ancillary documents.
  • Represented registered and private companies documenting board decisions. Drafted board committee charters with relevant powers, drafted resolutions to implement actions with appropriate level of discretion given to management, amended bylaws, reviewed board minutes and prepared certain meeting materials.

Mergers and Acquisitions, and General Corporate

  • Represented SaaS company being acquired by a large public internet company for roughly $100 million. Drafted and reviewed merger agreement, conducted due diligence, drafted ancillary documents (e.g. disclosure schedules, board and shareholder consents, etc.), worked with specialized counsel regarding HSR rules and export control rules, and corresponded with warrant holders and others regarding payouts.
  • Represented public media company in acquisition of multiple other media companies. Drafted merger agreements, board and shareholder consents, purchase notes, transitional services agreements, lockup agreements, pledge agreements and other ancillary documents.

Venture Capital

  • Represented robotics company in $30 million Series B round. Advised CEO on term sheet presented by lead institutional investor, cleaned up corporate records in advance of transaction, negotiated terms of convertible bridge note and prepared NVCA-based documents for the transaction (e.g. stock purchase agreement (SPA), right of first refusal (ROFR) and co-sale, convertible notes, board consent, stockholder consents, etc.).
  • Represented e-commerce startup in Series A round. Conducted corporate cleanup and diligence, drafted disclosure schedules, board and shareholder consents, stock purchase agreement, voting agreement, ROFR and co-sale agreement, indemnification agreement and related documents for a $9 million Series A round.
  • Represented nationally distributed beverage startup in Series Seed and Series A round. Advised CFO on venture capital term sheet and on negotiating terms of a $2.5 million fundraise with an investment platform, prepared Form D disclosures and drafted term sheet granting investors and convertible note holders Series A preferred stock.

Recognitions and Memberships

Community

  • UCLA Alumni Association (Latino Alumni Association, Silicon Beach Network, Bruin Professionals)

Pro Bono

  • Advised group of Los Angeles daycare centers through Paycheck Protection Program loans early during COVID-19

Prior Positions

  • Law firms in New York and Los Angeles (2014 to 2021)
  • U.S. Securities and Exchange Commission, Enforcement, Asset Management: Law Student Honors Program (2013)
  • The Honorable Laura Visitación-Lewis, Supreme Court of New York: Judicial Intern (2011)
  • Teach for America Corp Member (2008 to 2010)

Admissions

  • U.S. District Court, Eastern District of New York
  • U.S. District Court, Southern District of New York
  • California
  • New York

Education

  • J.D., Boston University School of Law, 2013
  • M.Ed., University of California, Los Angeles, 2010
  • B.A., University of California, Los Angeles, 2007