Matthew Gardella focuses his practice on corporate and securities law matters, with an emphasis on securities offerings and mergers and acquisitions. He represents issuers, investors and investment banking firms in a broad range of transactions, including initial public offerings, PIPEs, follow-on public equity and debt offerings, SPACs and private placements. A significant portion of his practice includes counseling clients on Sarbanes-Oxley Act compliance, the ongoing reporting requirements of publicly traded companies, corporate governance best practices and various other matters affecting publicly traded companies and their officers and directors.
Matthew Gardella has served as counsel for clients engaged in a broad range of industries, including retail, technology, life sciences and media/telecommunications. He has advised companies with respect to spin-offs, exchange offers, tender offers, debt repurchases programs and stock buybacks.
Representative engagements include:
•Serving as regular outside general counsel to a variety publicly traded companies, ranging from those without an internal general counsel to those with significant in-house legal departments. Such clients include: Atlantic Tele-Networks, Helix Technology Corporation, TECO Energy, Boston Communications Group, Inc. (bcgi), Dynasil Corporation of America and SofTech, Inc.
•Representing clients in a variety of transactions, including representation of:
•Essilor International SA in its acquisition of Costa Inc. (NASDAQ: ATX)
•Stemline Therapeutics, Inc. in its initial public offering.
•Netsmart Technologies, Inc. in its acquisition of Defran Systems Inc.
•FGX International in its acquisition of Stylemark.
•Netsmart Technologies, Inc. in its acquisition of Sequest Technologies, Inc.
•Recapitalization transaction of SofTech, Inc.
•ASSA ABLOY AB in its $80 million acquisition of LaserCard Corporation (NASDAQ: LCRD).
•ABRY Partners, a private equity firm, in its $1.3 billion acquisition of RCN Corporation (NASDAQ: RCNI).
•Cequent Pharmaceuticals in its sale to Marina Biotech, Inc. (NASDAQ: MRNAD), formerly known as MDRNA, Inc., a leading RNAi-based doing discovery and development company.
•Dynasil Corporation of America (NASDAQ: DYSL) in its acquisition of Hilger Crystal Limited, a U.K. subsidiary of Newport Corp. (NASDAQ: NEWP).
•Management team of Netsmart Technologies, Inc. in connection with the acquisition of Netsmart by private equity firm, Genstar Capital, including terms of management's roll-over and co-investment arrangements and related employment and compensation arrangements.
•Takeda Pharmaceutical Company Limited (TSE:4502) in its $8.8 billion acquisition of Millennium Pharmaceuticals, Inc. (NASDAQ: MLNM), one of the largest foreign acquisitions by a Japanese company, the largest by a Japanese company in the pharmaceutical industry and IDD magazine's Healthcare Deal of the Year 2008.
•Lane, Berry & Co. International LLC in its sale to Raymond James Financial, Inc.
•Netsmart Technologies, Inc. in its acquisition of the assets of the Therapist Helper Division from Nightingale Informatix Corporation (TSX-V: NGH).
•XIUS - bcgi in its sale of substantially all of its interests in its Israeli subsidiary, Puresight Technologies Limited.
•Boston Communications Group, Inc. (NASDAQ: BCGI) in its $65 million merger with Megasoft Limited.
•Helix Technology Corporation (NASDAQ: HELX) in its agreement to merge with Brooks Automation in a $450 million stock swap, creating a leading provider of integrated subsystems to the semi-conductor capital equipment industry.
•American Tower Corporation (NYSE: AMT), the leading independent operator of wireless and broadcast communications towers in North America, in numerous public equity and debt offerings and Rule 144A offerings.
•Lamar Advertising Company (NASDAQ: LAMR), the largest independent outdoor advertising company, in its $287.5 million convertible notes offering.
•Sheffield Steel, a leading regional producer of steel products, in its $80 million high-yield notes offering.
•Executive officers and directors of publicly-traded companies in connection with Rule 10b5-1 trading programs, hedging transactions and Section 16 and insider trading compliance.
Matt is included in the nationally recognizedBest Lawyers in America publication under three categories: Corporate Law, Corporate Compliance Law and Corporate Governance Law.
Co-chair of the Securities Law Committee of the Boston Bar Association (2005 - 2007).
Matt served as the chair of the Firm's Public Offerings and Public Company Counseling practice group from 2002 to 2013.
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Matt has served as a member of the Board of Overseers of the Boys & Girls Clubs of Boston (2007 to 2013) and is a trustee of South Kent School in Connecticut. Matt is also an elected member of the Waban Area Council in Waban, Massachusetts.