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Am Law 100 firm with practices in Business, Digital Assets and Data Management, Intellectual Property, Labor & Employment, Litigation and Tax.

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Data Counsel

BakerHostetler a Finalist for Chambers USA’s Privacy & Data Security Law Firm of the Year Award

Blockchain Monitor

Weekly Blockchain Blog – 4/29/24

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The Weekly Hill Update

SCOTUS Holds that Job Transferees Need Only Show ‘Some Harm’ Under Title VII

Matt has advised clients facing hostile takeover, interfaced with&nbsp;SEC staff to avoid enforcement and other issues, facilitated internal investigations&nbsp;and drafted governance documents. His&nbsp;transactional experience ranges from deals involving public companies, such as mergers, acquisitions&nbsp;and IPOs, to those for private and startup clients, such as private placements, venture financing&nbsp;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&nbsp;and changing status under state corporate law.&nbsp;He enjoys learning new industries and has served clients doing business in medicine, oil and gas, finance, entertainment, cannabis, automotive, paper, real estate&nbsp;and food and beverage, as well as non-profits.

core/freeform

J.D., Boston University School of Law, 2013

M.Ed., University of California, Los Angeles, 2010

B.A., University of California, Los Angeles, 2007

Los Angeles

SEC Adopts Final Rules for Climate-Related Disclosures

Texas Data Privacy and Security Act: Decoding the ‘Small Business’ Exception

Preparing for the 2023 Proxy and Annual Reporting Season: Key Issues and Considerations

SEC Adopts Final Rule Requiring Recovery of Incentive-Based Compensation Awarded in Error

SEC Reopens Comment Period for Certain Comments Submitted Between June 2021 and August 2022, Including on Climate-Related Disclosure

SEC Proposes Rules for Climate-Related Disclosures and Extends Deadline for Public Comments

Business

Industries

Aerospace and Defense

Automotive/Mobility

Capital Markets and Securities

Corporate Governance

Emerging Companies and Venture Capital

Energy

Financial Services

IPOs and Securities Offerings

Life Sciences

Mergers and Acquisitions

White Collar, Investigations and Securities Enforcement and Litigation

Securities, Capital Markets, and Corporate Finance
<ul>
<li>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&amp;A, etc.).</li>
<li>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.</li>
<li>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.</li>
</ul>
Corporate Governance
<ul>
<li>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.</li>
<li>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.</li>
<li>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.</li>
<li>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.</li>
<li>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.</li>
</ul>
Venture Capital
<ul>
<li>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.).</li>
<li>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.</li>
<li>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.</li>
</ul>

Matthew Sferrazza

Matthew Sferrazza

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