Matthew handles a wide array of corporate matters, including private equity and venture capital transactions, mergers and acquisitions, and corporate governance issues. In addition to his extensive experience with emerging and growth stage technology companies, he has also represented industry leaders in fields including life sciences and medical device companies, sports brands, fashion and retail companies and chemicals manufactures and suppliers.
He regularly advises clients on:
- Venture Capital and Private Equity Financings and Funds – emerging and growth-stage technology company and fund-side transactions, for companies located in the U.S., as well as foreign countries including Argentina, Brazil, France, India, Israel, Korea, Poland, Spain and Ukraine.
- Mergers and Acquisitions – stock or asset sales for emerging, growth and mid-market companies in public, private and private equity transactions.
- Securities – representation of public companies, including SEC reporting, PIPE transactions and reverse mergers.
- International – structuring of U.S. in-bound companies, including choice of entity, cross-border acquisitions, inter-company agreements, executive compensation, e-commerce agreements and leasing.
- Commercial Contracts – including joint ventures, licensing, distribution, marketing, co-branding, supply, technology transfer, fashion related and collaborative research and development agreements.
- General Corporate Representation – including employment, severance and consulting agreements, stock option and other types of incentive and executive compensation plans, shareholder disputes, restructurings, SEC compliance and reporting issues, corporate governance issues and general corporate advice.
Matthew advises on, negotiates, analyzes and drafts documentation for a variety of transactions, including: stock purchase agreements (common stock and preferred equity); asset purchase agreements; secured, unsecured and convertible debt offerings; stockholder, right of first refusal (ROFR) and voting agreements; stock restriction and repurchase agreements; invention assignment agreements; employment agreements; supply and distribution agreements; IP license and transfer agreements; and recapitalizations.
Among the transactions Matt has handled are:
Mergers and Acquisitions:
- Represented a French private equity fund in identifying and analyzing legal risks of the U.S. operations of a leading global supplier of aircraft parts and servicing operations, in preparation for the fund’s cross-border acquisition of the target.
- Represented a leader in global in-app advertising for Facebook, Apple (iOS) and Android developers, in connection with a recapitalization and investment by U.S.-based private equity firm.
- Represented a leading SaaS platform providing facility management and service products distribution as the target in an acquisition by a U.S.-based private equity firm.
- Represented a social audience data and analytics company in its acquisition of a social discovery app developer, including counseling while the acquirer was subject to a Delaware section 220 investigation.
- Represented a U.S.-based mobile and e-commerce advertising analytics platform as the target in an acquisition by a U.K.-based company listed on the AIM market of the London Stock Exchange.
- Represented an aircraft parts and maintenance service provider as the target in an acquisition by international private equity syndicate, including restructuring of outstanding secured financing.
- Represented a medical device manufacturer as the target in an acquisition by a U.S.-based private equity firm.
- Represented a health care industry private equity investment group in the acquisition of a controlling interest in a leading manufacturer of specialty chemicals primarily used in medical devices, industrial materials and pharmaceuticals, with multiple distinct manufacturing subsidiaries.
- Represented a target corporation and key equityholders of a global sports car racing series with assets, including intellectual property, real estate and other key holdings, in its acquisition by an international competitor.
- Represented a retail chain as the target in an acquisition by an Australian public company, including negotiating and drafting the asset purchase agreement, and transfers of copyrights, trademarks, and retail sales software.
Private Equity Transactions:
- Represented a smart grid energy company in a preferred equity financing.
- Represented a fund investing in novel biomedical products development company.
- Represented an e-commerce fashion company in a convertible debt financing.
- Represented a social audience data and analytics company in a preferred equity financing and debt conversion.
- Represented an Israeli medical device company in a preferred equity financing.
- Represented a candidate video interview SaaS company in a preferred equity financing.
- Represented a company providing social media technology empowering brands to measure and generate ROI from social media activities in a preferred equity financing.
- Represented a fund investing in an equity-based, crowdfunding platform that connects accredited investors with emerging tech companies in a preferred equity financing.
- Represented a provider of mobile-based sales team management tools in a secured financing.
- Represented a fund investing in an online-based food delivery service in a preferred equity financing.
- Represented a fund investing in a personalized, mobile commerce platform enabling consumers and businesses to make smarter, local purchasing decisions in a preferred equity financing.
- Represented an angel syndicate investing in a company developing an automobile sharing platform targeting India, as lead investor in a preferred equity financing and debt conversion.
- Represented a company providing technology-enabled clinical trial solutions in a preferred equity financing, including managing the company and legal team in pre-transaction diligence.
- Represented a company providing real time analysis of consumer data and behavior in a preferred equity financing, including subordination of outstanding preferred equity holders.
- Represented a tech investment fund in formation and preferred equity investments.
- Represented a fund and company providing social media solutions for enterprise platforms in a bridge financing for a company.
- Represented a candidate video interview platform company in a preferred equity financing, including conversion of bridge notes and subordination of outstanding preferred equity holders.
Before Fox Rothschild
Prior to joining Fox Rothschild, Matthew practiced as an associate and attorney of counsel at several national and New York City-based law firms.
During law school, Matthew served as executive editor to the Cardozo Journal of International and Comparative Law, and placed in various international moot commercial negotiation and oratory competitions. He also worked as an antitrust intern for the Attorney General of the State of New York and a FINRA arbitrator for the Securities Arbitration Clinic. Before attending law school, Matthew published case studies on Chinese-WTO integration as a research analyst at Harvard Business School. At Brown University, he was recognized as a Pi Sigma Alpha (Political Science) Honor Society Member and an Undergraduate Research Scholar Grant Recipient.
Beyond Fox Rothschild
Matthew is the co-founder of Digital Brown, Brown University's global network of alumni in digital technology and media, and serves as co-chair of the American Bar Association’s Angel Venture Capital Subcommittee of the Private Equity and Venture Capital Committee. He is also an active member of New York's Venture Capital community, and has published with and advised for local, national and international venture capital incubator programs. Additionally, he has served as the co-president and a board member of the Brown University Club in New York, as a Brown University Class of 2003 Class Officer and Class Marshal, and as a member of Brown University’s Young Leadership Counsel. Matthew has also volunteered as a fundraiser and New York ING Marathon Participant for The Robinhood Foundation.
Emerging Companies Insider
The Emerging Companies Insider Blog focuses on recent and developing areas of the law affecting startup and emerging growth companies and their investors, including choice of entity, shareholders’ agreements, issuance of equity to employees, preparing for and executing a capital raise, exit strategies and the JOBS Act and its impact on how companies can and should raise capital from investors.
Honors & Awards
- Named in Super Lawyers “Rising Stars” for Business/Corporate, Mergers & Acquisitions and Technology Transactions in the New York Metro area (2014, 2015)
- Named in Super Lawyers’ New York Metro Rising Stars (2016)