Edwards Angell Palmer & Dodge

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Matthew Gardella is the Co-Chair of the Firm‘s Public Offerings & Public Company Counseling practice group.  He focuses his practice on corporate and securities law matters, with an emphasis on securities offerings and mergers and acquisitions. He represents both issuers 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. Mr. Gardella also advises early stage private companies on formation issues, equity and compensation matters and venture financing.

Matthew Gardella has served as counsel for clients engaged in a broad range of industries, including retail, technology, biotechnology and telecommunications. He has extensive experience with companies that have complicated capitalization structures. He has advised companies with respect to spin-offs, exchange offers, tender offers, debt repurchases programs and stock buybacks.

Representation of:

• 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 American (OTCBB: DYSL.OB) 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 fo 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 recognized Best Lawyers in America publication under the categories of Corporate Law and Corporate Governance and Compliance Law.
  
  
• Co-chair of the Securities Law Committee of the Boston Bar Association (2005 - 2007).

• Matt is a frequent speaker on topics affecting publicly traded companies and their executive officers and directors, including:
  
  
  • “Making the Most of Your Corporate Website: Applying the SEC‘s Guidance to Comply with Reg. FD and Take Your Investor Relations to the Next Level,” moderator of webcast by Practising Law Institute, February 2009.
    
    
  • “Key issues for 2008 Proxy Season,” sponsored by the New England Chapter of the Society of Corporate Secretaries and Governance Professionals;
    
    
  • PricewaterhouseCoopers General Counsel Forum (Chicago), Anticipating the Unexpected: Corporate Boardroom Readiness for Acts of Terrorism;
    
    
  • Sachs Associates 6th Annual North America Forum for Investing & Partnering in Biotech – Capital Markets: Reverse Mergers and PIPEs;
    
    
  • Massachusetts Continuing Legal Education’s annual Business & Securities Law Conference;
    
    
  • the SEC “Hot Topics” Institute sponsored by RR Donnelly and Glasser Legal Works; and
    
    
  • the Oxford Bioscience Partners Executive Summit 2004 – Audit and Compensation Committees in Current Environment.

• “The New Form 8-K Disclosure Requirements: Q&As,” ABA The Securities Reporter, Volume 10, Issue 1, Spring 2005.
  
  
• “New SEC Rules For Stock Repurchases,” INSIGHTS, Volume 18, Number 1, January 2004.
  
  
• “Website Posting Of Section 16(A) Reports,” June 2003.
  
  
• “Section 16 Filers: User Perspective – Practice Tips and Lessons From The Trenches,” Romeo & Dye’s Section 16.net webcast (panelist), May 14, 2003.
  
  
• “SEC Facilitates Company Repurchases; Clarifies Rules Affecting Insider Transactions,” Corporation (Aspen Law & Business), Section 2, Volume LXXII No. 20, October 15, 2001.
  
  
• “Stock Buybacks: Legal Issues Under The Federal Securities Laws And Other Practical Considerations,” INSIGHTS, Volume 13, Number 3, March 1999.

• More Publications...

Matt is a member of the Board of Overseers of the Boys & Girls Clubs of Boston and a trustee of South Kent School in Connecticut.