Douglas P. Howard
Partner
Duane Morris LLP
111 South Calvert Street, Suite 2000
Baltimore, MD 21202-6114
USA
Phone: +1 410 949 2919
Fax: +1 410 949 2971
Email: dphoward@duanemorris.com

Doug Howard practices in the area of corporate law, with experience in mergers and acquisitions, equity and debt financing, securities law and corporate governance. Mr. Howard has experience in a broad range of transactions, focusing on mergers and acquisitions, private equity and venture capital financing, and general corporate representation. Mr. Howard represents private equity groups, venture capital groups, hedge funds, investors and public and private companies in connection with mergers and acquisitions, financing and other fundraising transactions, and general corporate representation. Mr. Howard also possesses commercial lending experience representing lenders and borrowers.

Mr. Howard is a member of the American and Maryland State bar associations and is admitted to practice in Maryland, the District of Columbia and New York. He is a 2004 graduate of Cornell Law School, where he was general editor of the Cornell International Law Journal, and a graduate of St. John's College (M.A.) and Salisbury University (B.A., summa cum laude).

Areas of Practice

• Corporate Law
• Securities Law
• Mergers and Acquisitions
• Private Equity/Venture Capital
• Services for Emerging Businesses/Entrepreneurs
• Services for Investors
• Services for Private Companies

Representative Matters

• Represented American Realty Capital Properties, Inc. (NASDAQ: ARCP), a NASDAQ-traded real estate investment trust (REIT), in a merger transaction valued at $3.1 billion to acquire American Realty Capital Trust IV, Inc., a "non-traded" REIT. The combined company as a result of the merger will have pro forma enterprise value of $10 billion and will be the second largest REIT in the triple net lease sector.
• Represented a clean technology company in the sale of the stock of a stormwater treatment company to a civil engineering site solutions company.
• Represented a French CAC 40 company in connection with the sale of its wind-to-energy subsidiary for $81 million.
• Represented American Realty Capital Properties, Inc. (NASDAQ: ARCP), a NASDAQ-traded real estate investment trust (REIT), in its $3.2 billion "reverse" merger to acquire American Realty Capital Trust III, Inc., a "non-traded" REIT. The deal is structured as a cash-election merger in which the cash portion of the consideration will be limited to 30% of the aggregate merger consideration. The combined company is expected to rank among the five largest triple net lease REITs in the United States.
• Represented Orthovita, Inc., a Nasdaq-traded specialty spine and orthopedic company with a portfolio of orthobiologic and biosurgery products, in its agreement to be acquired by Stryker Corp. for $316 million through an all-cash tender offer followed by a second-step merger.
• Represented a newly-formed gaming company in connection with a proposed casino resort construction project. The representation included an equity and debt financing involving a proposed 144A note offering, credit facilities, mezzanine debt offering and common and preferred equity offering.
• Represented a gaming company in sale of the entity to a publicly-owned gaming company.
• Represented Atlantic Industrial, Inc., an industrial services company, in its agreement to be acquired by The Brock Group, Inc. for $257 million.
• Represented Ekistics Capital Partners LLC in connection with its public/private partnership with the State of Maryland and the City of Baltimore, and the financing of The State Center, a $1.5 billion real estate project in Baltimore, Maryland, involving the development of sustainable residences, offices, and commercial space.
• Represented a litigation finance fund and a British Virgin Islands limited partnership (and associated U.S. and International feeders) in connection with its fund formation and equity offering.
• Represented a fund focused on investments media, retail and security information technology companies and fund investments, in connection with its fund formation and equity offering.
• Represented a nationally accredited online school in connection with the acquisition of all of the outstanding stock of a provider of technology training and other online content.
• Represented Swiss company in connection with its acquisition of Bob and Harvey Weinstein's equity interest in aSmallWorld Inc.
• Represented Townsend Capital LLC in its acquisition of a lighting-control company based in Toronto, Canada.
• Represented the Estate of Phillip Merrill in the tax-free split-off of a controlled subsidiary pursuant to Section 355 of the Internal Revenue Code.
• Represented a start-up biosurgical reconstruction company in connection with equity and debt offerings, including a $15+ million Series A Preferred equity financing.
• Represented a start-up medical device company (which develops medical devices for mitral valve replacement and repair) in connection with common and preferred equity offerings and debt financings, including financing received from the State of Maryland.
• Represented a venture capital fund, in its capacity as lead investor, in a Series A Preferred financing of a software company providing search engine optimization services.
• Represented a green technology company in its Series B Preferred financing and the restructuring of outstanding debt owed to various creditors.
• Represented an IT services and technology company in its acquisition of substantially all of the assets of several other software companies in separate transactions (to help the client achieve its goal of full-solution capabilities).
• Represented numerous private equity groups, venture capital groups and hedge funds, assisting them with financing and fundraising transactions.
• Represented numerous companies, including "portfolio" companies, as outside general counsel, on a transactional and ongoing operational basis.
• Represented REIT clients on a transactional and ongoing operational basis.
• Represented both commercial lenders and borrowers in connection with credit facilities.

Professional Activities

• American Bar Association
• Maryland State Bar Association

Admissions

• Maryland
• District of Columbia
• New York

Education

• Cornell Law School, J.D., 2004
• St. John's College, M.A., 2000
• Salisbury University, B.A., summa cum laude, 1998

Experience

• Duane Morris
  - Partner, 2013-present
  - Associate, 2007-2012
• DLA Piper US LLP
  - Associate, 2005-2007
  - Summer Associate, 2003
• Skadden, Arps, Slate, Meagher & Flom LLP
  - Attorney, 2004-2005

Honors and Awards

• Selected as a "Rising Star" by Super Lawyers, 2013. Only 2.5 percent of lawyers in Maryland are named Rising Stars.
• Listed in Chambers USA: America's Leading Lawyers for Business, 2013

Selected Publications

• Co-author, "SEC Finalizes Rules for Shareholders' Say-on-Pay, Say-on-Frequency and Say-on-Golden Parachute Votes," Duane Morris Alert, February 4, 2011
• Co-author, "SEC Proposals for Shareholder Access to Proxy Statement," Duane Morris Alert, August 30, 2007