Matthew Sferrazza

Matthew Sferrazza’s practice focuses on capital markets, securities regulation, corporate governance, and mergers and acquisitions. Drawing on his prior experience with the SEC’s Enforcement Division in New York, he advises public and private companies, boards of directors, special committees, and institutional investors on their most complex transactional and regulatory matters. 

Matthew regularly represents clients in connection with ongoing public company reporting, stock exchange compliance, public and private securities offerings, and capital formation. He provides technical, steady counsel during major corporate milestones, guiding issuers through the rigorous public company readiness process prior to offering, registration, or listing. His capital markets experience spans traditional initial public offerings (e.g., Form S-1) as well as alternative public offerings, including De-SPAC business combinations, reverse mergers utilizing Form 10 "Super 8-Ks," and Regulation A+ offerings. 

In addition to his traditional corporate practice, boards and investors rely on Matthew in special situations where a company's regulatory architecture or corporate control is challenged. He bridges the gap between routine public company advisory work and the demanding legal mechanics required during corporate crises. Matthew possesses deep experience managing contested proxy solicitations, takeover defenses, internal investigations, and multi-front corporate control disputes. He is frequently called upon to remediate capitalization defects, formalize board governance documentation, engineer structural defenses, and interface directly with federal regulators to stabilize corporate operations and protect entity value. 

Practices

• Capital Markets & Securities
• Corporate Governance & Board Advisory
• Mergers & Acquisitions
• Emerging Companies & Venture Capital

Representative Matters

Capital Markets & Securities

• Advised an electric vehicle manufacturer following its $1.6 billion De-SPAC business combination, managing ongoing SEC reporting, governance, and crisis disclosure during a period of regulatory scrutiny.
• Drafted a registration statement on Form S-1 in connection with a $60 million initial public offering for a biopharmaceutical company, representing the underwriter. 
• Advised a public media holding company in connection with an uplisting to the NYSE, curing filing delinquencies, and resolving an inadvertently triggered shareholder rights plan requiring delicate market disclosures. 
• Prepared a private placement memorandum and ancillary documentation for a private fund in connection with a $10 billion Rule 144A offering to qualified institutional buyers. 
• Advised a media company in a fully subscribed $50 million Tier 2 securities offering under Regulation A+, navigating SEC pre-qualification comments and blue sky compliance across all U.S. jurisdictions. 
• Advised an emerging pharmaceutical company through an alternative public offering via a reverse merger and $10 million fundraise, overseeing the Form 10 "Super 8-K" and SEC comment process. 

Corporate Governance & Special Situations

• Advised an activist fund in a successful, full-slate proxy contest to secure majority board control of a public company, coordinating state corporate litigation and real-time Schedule 14A and 13D disclosures. 
• Engineered a bespoke synthetic poison pill utilizing a two-tranche debt facility and preferred stock to thwart a hostile takeover attempt by a terminated executive, successfully leveraging federal insider trading precedent to block adverse state court settlements.
• Guided a public issuer through a contested corporate reconstitution, remediating historical capitalization defects and undocumented equity to re-engage independent auditors and formalize the board's governance record.
• Led responses to government investigations by the Civil Division of the U.S. Attorney’s Office and the Office of the Inspector General regarding federal loan programs, resulting in no further action. 

Mergers & Acquisitions

• Advised a hostile bidder on a $13.5 billion offer to displace a presumptive buyer in the signed merger of a major U.S. media company, coordinating federal communications, national security, and Delaware litigation strategies. 
• Led the $120 million sale of a fully licensed cryptocurrency and fiat payment processing company. 
• Led a $105 million buy-side acquisition of a nanoparticle optical lens coating company, and represented a SaaS company in its roughly $100 million acquisition by a multinational technology corporation. 
• Advised a multi-billion-dollar foreign oil shipping company in its repatriation to the United States through a series of inbound M&A transactions. 

Emerging Companies & Venture Capital

• Acted as outside general counsel to venture-backed entities, advising on formations, deferred equity investments, and exit strategies. 
• Represented startups across the robotics, beverage, consumer products, aerospace, and aviation industries in priced preferred equity financing rounds, navigating both up and down rounds at the Seed, Series A, Series B, and subsequent stages.

Academic & Professional Leadership

• UCLA School of Law: Adjunct Professor (Law for Entrepreneurs)
• UCLA Bruin Angels: President