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.
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.