Matthew Sferrazza

Matt Sferrazza is a senior business attorney with more than 12 years of experience, including with the SEC and AmLaw 100 law firms in New York and California. Matt has advised on matters representing approximately $100 billion. His clients tend to be high-growth companies and their investors.

Matt counsels across the full lifecycle of a corporation, from formation to exit—particularly through and after IPO. He simplifies the navigation of U.S. securities laws and related state law in connection with public and private securities offerings, SEC compliance, NYSE and Nasdaq compliance, regulatory issues, strategic planning, public and private M&A, significant transactions, and investigations. Matt also has experience advising on fund formation, capital deployments, fund governance, and control contests through investor activism.

Clients appreciate how Matt works closely with them and other service providers to break down large, complex issues into manageable decision points in a way that provides real-time clarity about both the risks and benefits of business decisions—even when things are moving quickly. Matt's practice serves a range of industries, including financial services, life sciences, real estate, hospitality, entertainment, medical devices, energy, funds, aerospace and defense, shipping, trade, manufacturing, and others.

Companies ranging from newly-formed startups to multi-billion-dollar enterprises rely on Matt's advice. He also advises investors ranging from individual angels to funds with complex structures and billions of dollars under management.

In his volunteer time, Matt serves as founding president and board member of Bruin Angels, UCLA's only alumni network focused on pairing accredited angel investors with the most promising Bruin-led startups.

Prior to joining the firm, Matt was with the SEC Honors Program at the New York Regional Office, Asset Management Unit, as well as a Teach For America, Los Angels '08 Corps Member (6th grade Math & English).

Services For Public and Private Companies

Both publicly traded and privately held companies call upon on Matt for advice.

As outside securities counsel, Matt tends to be in close contact with corporate leadership and is often the first attorney they contact regarding any material legal issue. He regularly communicates with executives, boards, and subject matter experts to assesses issues and propose solutions to difficult legal problems while also monitoring business and legal developments for strategy, materiality, and disclosability. Matt's clients benefit from JMBM's full service bench of highly skilled attorneys to address challenging legal issues, regardless of the technical legal expertise required (e.g. labor and employment, intellectual property, white collar defense, litigation, tax, real estate, bankruptcy, entertainment, etc.).

For Public Companies

Outside general securities counsel
Periodic reporting (10-Ks, 10-Qs, 8-Ks)
Initial public offerings (IPO)
Follow-on offerings (FPO)
Direct Public Offerings (DPO)
Direct listings
Review of press releases and other investor-facing communications
Going private transactions
M&A involving public or private targets
Nasdaq and NYSE initial and continued listing standards
Proxy statements
Proxy contests
Activist investor readiness and defense
Executive compensation and employee benefit plans
Material transactions
Advising on Rule 144 and Section 16 reporting
Directors and officers insurance issues
Pre-enforcement advising and SEC examinations
Internal investigations
Special situations
Corporate governance

For Private Companies

Outside general counsel
Private placements of debt or equity securities
Early-stage capital formation (SAFEs, convertible notes, priced VC financings, etc.)
IPO readiness (policies, independent boards/committees, audited financials, etc.)
M&A involving private parties
Corporate restructuring
Identifying and implementing alternative financing structures

For Investors

Fund formation
Negotiating and documenting investment documents for lead investors
Review of investment documents for co-investors investors
Advising traditional and corporate venture capital investors
Internal disputes and partner buyouts
Activist investor representation
Tender offers
Succession planning
Regulatory compliance
Section 13 and Section 16 reporting
Portfolio company support

Representative Experience

Securities, Capital Markets, and Corporate Finance

Advised a hostile bidder seeking to gain acceptance of its $13.5 billion offer by breaking up a signed (but not closed) $8 billion merger between Paramount Global to Skydance Media LLC; submitted detailed comments to SEC reviewers regarding Paramount's preliminary Registration Statement on Form S-4; coordinated co-counsel, subject matter experts, client, regulators, and other investors regularly process.
Led securities work for a public media holding company with exclusive rights to Sports Illustrated; cured filing delinquencies and uplisted to NYSE from Nasdaq; corrected inadvertent triggering of poison pill in close coordination with company and its investment bankers and prepared related SEC disclosures; periodic reports (Forms 10-K, 10-Q, and 8-K, and Proxy and Information Statements), follow-on offerings (Forms S-1 and S-3), and registering stock to be issued pursuant to new and amended employee benefit plans (Form S-8); coordinated with collective bargaining team for union negotiations and prepared related SEC disclosures.
Prepared private placement memorandum with supplement and ancillary documents for a private fund in connection with a private $10 billion offer and sale of notes issued to QIBs under Rule 144A.

Corporate Governance

Advised a distressed public mineral rights company in anticipation of a potential hostile takeover attempt; customized and issued preferred stock as assurance for an $11 million credit facility and successfully fended off takeover attempt. using strategy prepared in advance.
Advised a private equity firm through a successful attempt to gain majority board control of Parks! America, Inc., a public amusement park company; conduct proxy contest and review related media campaign; won vote in favor of proposed board slate; facilitated transition of new company leadership.
Represented the special committee of a public oil and gas company through an internal investigation and related SEC investigation related to the CEO’s unauthorized activity.
Led response to a government investigation into a paper shipping company by the Office of the Inspector General of the Small Business Administration in connection with PPP loans; facilitated voluntary self-disclosure, cooperation, and addressed all government inquiries until no further action was taken by the government.

Emerging Companies and Venture Capital

Serve as outside general counsel for venture-backed and other emerging companies; oversee initial formation and capitalization, as well as early deferred equity investments (SAFE, Convertible Notes, KISS, etc.); negotiate and document priced investment rounds selling preferred stock; advise during growth stage and oversee review of various commercial agreements; facilitate growth acquisitions; prepare for exit through IPO or sale and execute such exit.
Advise venture capital firms and their principals relating to fund formation, control issues and partner disagreements, portfolio investments and special situations with portfolio companies; advise limited partners in connection with investing in venture capital firms, as well as relating to legal and contractual rights under special circumstances.

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

M.Ed., UCLA, Urban Schooling, 210

B.A., UCLA, Philosophy, 2007

California
New York

Bruin Angels (UCLA’s angel investor network)
Founder and President

Navigating the Lifecycle of a Startup, at the Anderson School of Management on early stage capital formation
Organizer and moderator of the annual event

California Minority Counsel Program
Member