Matthew M. Greenberg

• Represented numerous private equity and venture capital funds (including Small Business Investment Companies (SBICs)) in connection with their investments:
  • a private equity firm in connection with its $1 billion auction of a health care industry portfolio company.
  • a private equity fund in its acquisition of a designer, marketer and distributor of consumer brand products.
  • a venture capital fund in connection with its sale of an Internet software portfolio company to a NYSE company.
  • a private equity fund with its acquisition of several technology solutions portfolio companies.
  • a private equity fund with its investments in several luxury brand portfolio companies.
  • a private equity fund in its platform acquisition of a security guard business.
  • a venture capital fund in connection with its preferred stock investment in an Internet marketplace.
  • a private equity fund in connection with its sale of a manufacturing business to another private equity fund.
  • a private equity fund in connection with its acquisition of the nation's leading manufacturer and supplier of residential impact-resistant windows and doors, as well as one of the largest window and door manufacturers in the nation.
• Represented a health care company in several acquisitions of technology businesses.
• Represented a Nasdaq company in connection with its acquisition of a private equity portfolio company and the refinancing of its indebtedness.
• Represented a special committee of a Nasdaq company in connection with a share repurchase transaction from its private equity majority stockholder.
• Represented a group purchasing services company in the health care area with numerous "add-on" acquisitions.
• Represented a privately held global corporate solutions provider in its acquisition of several technology businesses, including a patent and IT solutions business, an Internet domain business, and a nationwide due diligence and document retrieval business.
• Represented a leading biofuel supply chain company in connection with several financing and commercial transactions.
• Represented a privately held health care technology company in its sale to a publicly traded company.
• Represented a privately held manufacturing company in a management buyout.
• Represented several investment banks in connection with the issuance of fairness, solvency, and other opinions, and related disclosure issues.
• Represented numerous early stage and developing companies in connection with angel venture capital and private equity funding.
• Advised angel investors in connection with various debt and equity financings.
• Represented a telemedicine company in its financing and negotiation of license agreements.
• Represented a real estate fund in connection with its formation and investments in several properties.
• Represented a gaming and entertainment company in connection with its private placement financing, corporate governance matters, sale to a publicly traded U.K. company and subsequent growth transactions in the U.S.
• Advised several French corporations in their U.S. operations, including their entry into the U.S. market.
• Represented a publicly traded Canadian company in connection with several U.S. acquisitions.
• Represented an Indian company in connection with its acquisition from a private equity fund of a life science company.
• Represented a NYSE-listed company in its acquisition of one of the world's leading car rental brands and a global travel technology solutions company.
• Represented a privately held consumer products company in its acquisition by a NYSE-listed company.
• Represented a privately held energy company in the sale of its gas recovery operations to quasi-governmental entity.
• Represented a retail electronics chain in its sale to a private equity fund in an asset sale under Section 363 of the Bankruptcy Code.
• Represented several boards of directors, audit committees, and compensation committees in connection with their SEC, NYSE, and Nasdaq reporting and compliance matters, including the restatement of annual reports on Form 10-K and the preparation of proxy materials.
• Represented a health care company in the restructuring of $2.6 billion of its publicly traded debt.
• Represented an electronic media company in a public offering of its securities listed on the Nasdaq.

Representative matters may include engagements before joining Troutman Pepper.

• Co-author, " Delaware Court of Chancery Strikes Down Another Sale of Business Noncompete," Troutman Pepper, April 18, 2023.
• Co-author, " No Class Voting Right Available to Nonvoting Class for Adoption of Officer Exculpation Provision," Troutman Pepper, April 12, 2023.
• " Interest Rates and PE Deals (Episode Three)," Private Equity Perspectives Impact Series, March 22, 2023.
• " The Shifting Market for Buyers (Episode Two)," Private Equity Perspectives Impact Series, March 15, 2023.
• " A Look Back – and Ahead (Episode One)," Private Equity Perspectives Impact Series, March 10, 2023.
• Co-author, " More Than a Majority: Chancery Court Provides Rare Guidance on Charter Amendments," Troutman Pepper, February 16, 2023.
• Co-author, " Oversight Duties Apply to Corporate Officers," Troutman Pepper, February 6, 2023.
• Co-author, " Court of Chancery Strikes Down Restrictive Covenants Designed to Protect Private Equity Investments Beyond the Target," Troutman Pepper, January 17, 2023.
• Co-author, " An Updated Framework for Delegating Equity Grant-Making Authority in a Delaware Public Company," Troutman Pepper, August 10, 2022.
• Co-author, " Delaware Corporations Cannot Use Their Charter to Alter the Judicial Standard of Review," Troutman Pepper, July 27, 2022.
• Co-author, " Failure to Pay "Fair Value" to Holders of Fractional Shares in a Reverse Stock Split Constitutes an Independent Claim in Delaware," Troutman Pepper, July 6, 2022.
• Co-author, " Closing the Private Equity Fund Triggers Entire Fairness Under Delaware Law," Troutman Pepper, June 27, 2022.
• Co-author, " Proposed Amendments to DGCL Broaden Corporate Autonomy and Stockholders' Rights," Troutman Pepper, April 21, 2022.
• Co-author, " Delaware Court of Chancery Signals That Delaware Is a Pro-Sandbagging Jurisdiction," Troutman Pepper, March 22, 2022.
• Co-author, " What We're Seeing – 2022 Dealmaking Outlook," Troutman Pepper, February 3, 2022.
• Co-author, " Disclaiming Fraud Under Delaware Law," Troutman Pepper, January 11, 2022.
• Co-author, " An Overview of the 2021 Amendments to the Delaware General Corporation Law and Alternative Entity Acts," Troutman Pepper, November 16, 2021.
• Co-author, " Appraisal Waivers Are Enforceable Under Delaware Law," Troutman Pepper, September 20, 2021.
• Co-author, " Controlling Stockholder or Member Status Under Delaware Law – A Table of Key Decisions," Troutman Pepper, July 12, 2021.
• Co-author, " Pill With 5% Trigger Too Poisonous to Address Hypothetical Stockholder Activism," Troutman Pepper, March 30, 2021.
• Co-author, " Changes to Target's Business Prompted by COVID-19 Pandemic Breached Ordinary Course Covenant, Permitting Buyer to Escape Deal," Troutman Pepper, December 2, 2020.
• Co-author, " Fraud on the Board II: Conflicted CEO Tilts Company Sale in PE Firm's Favor," Troutman Pepper, October 5, 2020.
• Co-author, " The Latest Successful Caremark Claim," Troutman Pepper, August 26, 2020.
• Co-author, " Delaware Court of Chancery Tells California to Get Off Its Lawn," Troutman Pepper, August 17, 2020.
• Co-author, " Fraud on the Board: Material Conflicts Must Be Disclosed to the Board to Warrant Business Judgment Review," Troutman Pepper, July 7, 2020.

• Speaker, " Maximizing Value in M&A, Defining Our Future," Troutman Pepper, Siegfried Advisory, Strategic Exit Advisors and AB Bernstein, June 6, 2022.
• Host, Troutman Pepper Annual Public Company Seminar, December 2021.

• Member of the Alternative Entity Subcommittee of the Delaware State Bar Association's Corporation Law Council, which is responsible for drafting amendments to the Delaware statutes governing limited liability companies, limited partnerships, and partnerships
• President of the Delaware State Bar Association, 2010-2011
• Co-chair of the DSBA's Community Service Committee
• Served on the board of the Delaware Lawyers Assistance Program, a member service of the DSBA that confidentially helps judges and attorneys with substance abuse, dependence and/or mental and physical health problems, and assists with the administration of the Race Judicata 5K road race, which benefits local charities
• Served on the board of directors for the Junior Achievement of Delaware and has provided services to the Delaware College of Art and Design

• Rated AV Preeminent by Martindale-Hubbell®
• Best Lawyers in America®: Corporate Law (2016-2023)
• Chambers USA: Corporate/M&A, Delaware (2016-2023)
• Recognized in The Legal 500 United States for M&A/corporate and commercial: M&A: middle-market (sub-$500m)(2022)