Michael D. Schwamm
Partner
Duane Morris LLP
1540 Broadway
New York, NY 10036-4086
USA
Phone: +1 212 692 1054
Fax: +1 212 208 4451
Email:
MDSchwamm@duanemorris.com
Michael D. Schwamm practices in the areas of corporate, mergers and acquisitions, securities and technology law. Mr. Schwamm has represented companies of all sizes, including startups and venture-backed companies, privately held family businesses and both large and small public companies in all aspects of their business affairs, as well as providing services to angel investors, venture capitalist private equity funds and other institutional investors. In addition to providing general corporate counseling to a diverse number of clients, Mr. Schwamm has worked on a wide variety of transactions, including public offerings, private placements, mergers, acquisitions, reverse mergers into public shells, joint ventures and licensing arrangements involving a number of industries such as biotechnology, e-commerce, entertainment, manufacturing, sports and telecommunications.
Mr. Schwamm is a former vice president and general counsel of FiberCity Networks, Inc., a telecommunications service provider. In 2006, 2009, 2010, 2011 and 2012, he was selected as a Super Lawyer in Securities and Corporate Finance in New York.
Mr. Schwamm is a 1983 magna cum laude graduate of Georgetown University Law Center, where he was editor of the Journal of Law and Policy in International Business and a cum laude graduate of the University of Pennsylvania.
Areas of Practice
- Corporate Law
- Securities Law
- Mergers and Acquisitions
- Technology Law
- Services for Emerging Businesses
- Corporate Governance
- Renewable Energy
Representative Matters
- Represented provider of fixed income trading solutions in a private placement of Series A Preferred Stock
- Represented venture fund in an equity investment in USADATA, Inc., a business and consumer information reseller
- Represented manufacturer of lighting fixtures in its private placement of debt and warrants by venture capital funds
- Advised start-up biotechnology company in second and third rounds of venture capital financing.
- Represented operator of emergency rooms in first round of venture capital financing
- Represented the placement agent in a PIPE transaction consisting of convertible notes and warrants for a provider of mobile electric power solutions
- Represented CopyTele in a $10 million At-the-Market Common Stock Purchase Agreement with Aspire Capital, LLC.
- Counseled a biotech company in a series of Regulation S, PIPE and equity line transactions.
- Represented provider of simulation solutions and services in PIPE and confidential market public offering transactions
- Represented an alternative energy company in a PIPE transaction.
- Counseled a manufacturer of woven upholstery fabrics in a public offering of stock.
- Represented a videoconferencing systems manufacturer in a public offering of stock.
- Counseled telecommunications company in its private placement (PIPE) of debt and warrants led by an investment research firm and institutional and accredited investors.
- Represented technology company in its private placement (PIPE) of common stock and warrants.
- Represented private equity fund in its investments in publicly traded companies
- Represented manufacturer and distributor of home- improvement products as an issuer in a cash tender offer.
- Represented a director in his proxy contest to retain seat on board of directors
- Represented Rafi Khan in his proxy contest for ICN Pharmaceuticals, Inc.
- Represented SJR Group LLC, a digital marketing and strategy company, in the sale of substantially all of its assets to a subsidiary of WPP plc, the world's largest communications services group.
- Represented DealFlow Media, Inc. in the sale of its financial newsletter and database business to TheStreet, Inc.
- Counsel to the acquired company in a merger of two publicly traded oil and gas companies
- Represented consumer products company in its purchase of oral care products from overseas company
- Advised technology company in its sale of assets
- Represented a digital imaging company in a reverse merger into a shell and several acquisitions of image portfolios
- Represented healthcare company in sale to private equity fund.
- Represented developer of an electronic securities trading platform in its sale to a public company.
- Represented financial services consulting firm HC Associates in the transfer of its business to Rothstein Kass.
- Assisted in formation for several single purpose funds to install a solar energy system on an office building rooftop.
- Assisted in formation of U.S. and offshore hedge funds and fund of funds.
- Represented real estate developer in formation of $600 million real estate fund.
- Represented sponsors in formation of investment funds to acquire specific assets or businesses.
- Assisted Procida, a New Jersey-based financial advisory and asset management firm, in the formation of a $25 million real estate loan fund.
- In conjunction with energy counsel, represented the borrower in connection with a $5,000,000 loan to install an energy retrofit project at a residential building complex, including the installation and operation of energy efficiency retrofits, a cogeneration plant and high-efficiency hot water boilers. Cash flow for repayment of the loan will occur through an Energy Services Agreement and a Power and Thermal Energy Purchase Agreement between the borrower and the building owner.
- Represent a private investor in a joint venture with a global restaurateur to expand the brand throughout the United States.
- Counseled distributor of medical devices in its distribution and supply arrangements with medical professional buying groups and national health plans
- Counseled manufacturer and distributor of home furnishings in its operating agreement and services agreement with partner for back-office functions
- Represented professional sports franchise in their negotiation of cable TV, over-the-air TV and radio rights
- Represented FiberCity Networks, Inc. in its dark-fiber lease, collocation agreement and Internet-services agreement with Metromedia Fiber Networks and in obtaining building-access rights to provide telecommunications services in numerous commercial office buildings throughout the United States.
- Counseled a content provider in the distribution of its programming to cable television and Internet sources.
Venture Capital and Private Equity
Public Offerings
Tender Offers and Proxy Contests
Mergers and Acquisitions
Fund Formation
General Corporate Matters
Professional Activities
- American Bar Association
- Member, Business Law Section - Association of the Bar of the City of New York
- Association for Corporate Growth
- Member of Membership Committee - New Jersey Technology Council
- The United States-Mexico Chamber
of Commerce, Northeast Chapter
- Member, Regional Advisory Board
Admissions
- New York
Education
- Georgetown University Law Center, J.D., magna cum laude, 1983
- University of Pennsylvania, B.A., cum laude, 1980
Experience
- Duane Morris LLP
- Partner, 2003-present - Warshaw Burstein Cohen Schlesinger & Kuh, LLP, New York, New York
- Of Counsel, 2000-2003
- Partner, 1999-2000
- Senior Associate, 1994-1998 - FiberCity Networks, Inc. Newark, New Jersey
- Vice President and General Counsel, 2000-2002
- Acting Chief Operating Officer, 2001-2002 - Shea & Gould, New York, New York
- Associate, 1983-1994
Civic and Charitable Activities
- Local Pro Bono Coordinator, New York Office, January 2008-present
- Counsel, Outward Bound Center for Peacebuilding
- Represented a number of micro-entrepreneurs in conjunction with the City Bar Justice Center's Neighborhood Entrepreneur Law Project
- "Expert in Residence" at the New Jersey Meadowlands Commission Business Accelerator
Honors and Awards
- Named a 2013 Top Advisor by The New York Enterprise Report
- Named a "Clean Tech Star" by Legal Media Group, 2013
- Listed in New York Metro Super Lawyers, 2006, 2009-2012
Selected Publications
- Co-author, "SEC Amends Accredited Investor Net Worth Standards per Dodd-Frank," Duane Morris Alert, December 28, 2011
- "Expert Advice on Earnouts," Family Equity Partners LLC Newsletter, May 19, 2010
- Co-author, "FINRA Issues Regulatory Guidance for Broker-Dealers’ Investigations in Private Placements," Duane Morris Alert, April 28, 2010
- "Nasdaq Suspends Minimum Listing Requirements," Duane Morris Alert, October 27, 2008
- "Regulation Fair Disclosure After the Siebel Decision," The Corporate Board, March/April 2006
- "New Publication Requirements for New York Limited Liability Entities," Duane Morris Alert, September 22, 2006
- "Federal Court Dismisses SEC's Regulation FD Complaint Against Siebel Systems," Duane Morris Alert, September 16, 2005
- "SEC Proposes New Rules Governing Public Shells," Duane Morris Alert, April 26, 2004
Selected Speaking Engagements
- Panelist, "Selling Your Business -A Panel Discussion of Key Considerations," sponsored by Bernstein Global Wealth Management and the Estate Planning council of New York, January 2010
- Speaker and "Expert in Residence," "Formation and Organizational Issues for Start-Ups" at the New Jersey Meadowlands Commission Business Accelerator, March 2010
