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Matthew L. Ogurick

Partner
+1.212.536.4085
Fax +1.212.536.3901
Mr. Ogurick is a partner in the firm’s corporate practice and a member of the opportunity zones and private equity sub-practice groups. He is strategist with broad experience in counseling public and private companies based in the United States, Europe and Asia, private equity firms and their portfolio clients, hedge and venture capital funds, developers, sponsors, and entrepreneurs across a broad spectrum of legal matters with particular emphasis on mergers and acquisitions, joint ventures, public offerings and private placements of convertible debt and equity securities including ADR listings, SEC reporting and compliance, national exchange listings, legal opinion practice and early stage company structuring, formation and funding. Mr. Ogurick represents clients across a broad range of industries including Opportunity Zones, infrastructure, commercial real estate, online advertising, federal government contracting, solar, health care laboratory, nanotechnology, and augmented and virtual reality. In addition, Mr. Ogurick counsels corporations and their boards of directors on matters of corporate governance, is a frequent speaker on mergers and acquisitions and is an authority/author on private investments in public equity (PIPEs).

Achievements

  • South Florida Daily Business Review’s Top Dealmaker of the Year 2015 finalist for representation of Nasdaq issuer’s carve-out acquisition of a pathology laboratory company from The General Electric Company (May 2016)
  • Ironman Wales (September 2012)
  • South Florida Daily Business Review’s Top Dealmaker of the Year 2010 finalist for representation of China-based issuer’s initial public offering of ADRs on the New York Stock Exchange (April 2011)
  • Florida Super Lawyer Rising Star 2010

Speaking Engagements

  • Speaker, "M&A Post-Closing Disputes: Minimizing and Resolving Disputes Over Working Capital Adjustments and Earnouts", Strafford Live Webinar (November 15, 2018)
  • Speaker, "M&A Post-Closing Claims for Breaches of Reps and Warranties: Strategies for Pursuing or Defending Recovery", Strafford Live Webinar (July 12, 2018)
  • Speaker, “Going Public in the United States: Special Considerations for Non-U.S. Companies,” The DTC Energy Colloquium, Denver, Colorado (March 2014)
  • Speaker, “Considerations for Chinese Companies: Completing a Listing on a U.S. Exchange,” Dealflow Media's IPO Conference, Beijing, China (April 2011)
Set forth below are summaries of recent (2018) transactions and projects: 

  •  Representation of publicly traded biotechnology company in the closing of acquisition (through plan of merger) of certain IP in the filed of HIV cure and vaccine ($150M)
  • Representation of publicly traded biotechnology company in its up-listing to Nasdaq Capital Market
  • Representation of China-based agricultural company currently trading on the ASX in its registration and listing of American Depositary Receipts (ADRs) as a foreign private issuer in US
  • Representation of entrepreneur investor in a joint venture ahead of anticipated acquisition of surgical centers in California, the Middle East and Denmark
  • Representation of online native advertising company in connection with the structuring of equity compensation program
  • Representation of online native advertising company in the setting up of an India subsidiary
  • Advising sponsor in connection with unsolicited proposal for the rollout of commuter rail transportation system
  • Representation of Polish national with respect to the rights and responsibilities as a director of a Florida corporation
  • Representation of investor in joint venture ahead of acquisition of chain of restaurants in South Florida
  • Advising inventor entrepreneur in the sale of AR/VR personal operating system patent
  • Representation of private equity fund in the purchase of distributor of cellular products in auction process ($1.4B)
  • Advising solar lead generator in connection with engagement of top sales agent
  • Advising broker-dealer in connection with sale of special purpose vehicle
  • Representation of investor in connection with Rule 144 legal opinion in connection with sale of shares in brokerage transaction
  • Representation of China private equity fund client in connection with CFIUS analysis of potential US target with DOD government contracts
  • Representation of Los Angeles-based artisanal coffee chain in connection with reverse merger into public shell company, share exchange and Super 8-K
  • Representation of publicly traded (NYSE American) Danish-based emerging growth client (advanced filtration systems) in connection with $8M PIPE transaction
  • Representation of Nadaq Capital Market company on New York blue sky obligations and the Martin Ac
  • Advising US-based optics company in Rule 429 POSAM to four Form S-1s on Form S-3 filing
  • Advising Brazilian/Chinese investment fund on infrastructure investments in the United States and CFIUS matters
  • Advising Connecticut-based real estate Opportunity Zones fund sponsor on fund formation and investments in Detroit
  • Advising South Carolina-based third party administrator (employment benefits) in contracts and other matters
  • Representation of solar lead generator in Settlement and Release of former business partner
  • Representation of nanotechnology emerging growth client in structuring Placement Agent Agreement with non-registered (FINRA) foreign person broker-dealer in connection with self-underwritten public offering of common stock
  • Advising solar lead generator in settlement negotiations and arbitration proceedings against installer
  • Representation of nanotechnology emerging growth company in filing of POSAM and blue sky registration updates
  • Advising attorney/entrepreneur in organization of Delaware limited liability company in preparation for new risk management services company
  • Representation of Nasdaq listed pathology laboratory company in connection with confidentially-marketed wall-crossing underwritten public offering
  • Advising New Jersey real estate developer on Opportunity Zones funds formation
  • Representation of Bangalore, India-based designer and developer of medical devices in negotiation of LOI with Placement Agent
  • Advising Bangalore, India-based designer and developer of medical devices in US initial public offering
  • Advising Bangalore, India-based designer and developer of medical devices in private placement
  • Representation of Georgia-based corrugated paper company in connection with structuring of buyback/put option equity program for employee common stockholders
  • Representation of private equity fund and Target in the acquisition of assets by Target, simultaneously with fund acquisition of Target ($50M)
  • Representation of Nasdaq listed pathology laboratory company in connection with broadly marketed underwritten public offering ($125M)
  • Representation of NYSE American listed Denmark-based emerging growth client (advanced filtration systems) in connection with confidentially-marketed wall-crossing underwritten public offering ($17M)
  • Advising Nasdaq listed pathology laboratory company in connection with acquisition (through plan of merger) of pathology laboratory company for cash and equity ($140 million)
  • Advising Chicago-based hedge fund in connection with PIPE investment in SPAC
  • Advising NJ real estate developer in connection with joint venture development of property in Connecticut
  • Advising NJ real estate developer in connection with joint venture development of property in New Jersey
  • Advising solar lead generator in connection with restructuring and joint venture with new business partner
  • Advising underwriter of secondary offering of China-based data company
  • Advising underwriter of initial public offering of integrated solar energy company with operations in the US and China
  • Advising underwriter of initial public offering of ordinary shares of China-based Cayman Islands foreign private issuer (peer-to-peer lending platform company)
  • Advising China-based Cayman Islands foreign private issuer of initial public offering on Nasdaq Capital Market (producer, developer and operator of augmented reality interactive entertainment games and toys in China)

Mergers and Acquisitions
Mr. Ogurick has represented both domestic and multinational buyers and sellers of a broad range of businesses. He is a frequent speaker on purchase price adjustments and R&W insurance mechanics in M&A deals. Mr. Ogurick has represented small, middle-market and large cap companies in connection with public and private acquisitions and strategic investments involving both equity and cash ranging from several million dollars to more than $1 billion. Mr. Ogurick also represents sponsors, joint venturers, operating entities and issuers in connection with acquisitions, spin-offs, reverse merger transactions together with concurrent and post-transaction financings.

Securities
Mr. Ogurick has represented issuers and investors in public and private offerings of equity, debt and convertible securities and is regular securities counsel to numerous private and publicly held companies based in the United States, Europe, Malaysia, Korea, and The People's Republic of China. He has counseled these companies with initial public offerings, reverse merger transactions, secondary public offerings, proxy contests, SEC enforcement actions, periodic reporting requirements (annual, quarterly and current reports), Sarbanes-Oxley and Section 16 compliance, national exchange listings, shareholder meetings, proxies and compliance matters relating to the public securities markets. Mr. Ogurick also has extensive experience with Rule 144 matters, legal opinions and preparing filings for and negotiating with the SEC, NYSE, NASDAQ, FINRA, and State securities authorities. Mr. Ogurick is a recognized authority on PIPEs and equity line financings.

General Corporate Counseling and Governance

Mr. Ogurick provides general corporate counseling primarily to private and publicly held companies and their boards of directors on a broad range of issues, including the duties of directors, the Foreign Corrupt Practices Act, Dodd-Frank, Patriot Act, Sarbanes-Oxley and other corporate governance matters. Mr. Ogurick also provides guidance on structuring and conducting annual and special shareholder meetings, forming, dissolving and migrating corporate entities, establishing stock incentive plans, drafting and negotiating executive employment agreements, severance agreements and settlement agreements.