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David J. Kaufman
Partner
Duane Morris LLP
Suite 3700
190 South LaSalle Street
Chicago, IL 60603-3433
USA

Phone: +1 312 499 6741
Fax: +1 312 277 6486
Email: DJKaufman@duanemorris.com

David J. Kaufman is a corporate legal architect and legal strategist, developing and implementing creative strategies to assist clients in accomplishing their business and financial objectives. From a technical perspective, his practice focuses on mergers and acquisition, public and private securities, private equity and general corporate counseling. Having led over $8.0 billion in securities offerings, he represents both issuers and underwriters in primary and secondary offerings of both equity and debt and also represents investors in their security investments in public companies and private equity participants (including fundless sponsors and high net worth individuals) in their transactions. He also regularly advises boards of directors, their committees and officers on their fiduciary duties and other obligations. He also regularly advises financial advisors in connection with their engagements in rendering fairness and solvency and "non-solvency" opinions. He also advises both acquirers and sellers of SEC reporting "corporate shells" and other participants in mergers with these shells. Mr. Kaufman also regularly speaks and writes on these corporate law topics. He has led in excess of $8.0 billion in acquisition, divestiture and private equity transactions. He also serves with Duane Morris' governing Partners Board.

Mr. Kaufman was recognized by Chambers USA: America's Leading Lawyers for Business for Corporate/M&A. He served on the editorial board of the Michigan Journal of International Law and as editor-in-chief of the Michigan Journal of Political Science.

Mr. Kaufman is a 1990 graduate of the University of Michigan Law School and a graduate of the University of Michigan (M.P.P., 1986; B.A., with distinction, Honors in Political Science, 1985).

Areas of Practice

• Corporate Governance
• Mergers and Acquisitions
• Securities Law
• Corporate Law and Finance
• Private Equity and Venture Capital

Representative Matters

Mergers and Acquisitions

• FPM management in its management buyout (MBO) and related recapitalization of FPM, L.L.C.
• APAC Customer Services, Inc. (NASDAQ: APAC) in its acquisition of certain assets of SEI, LLC.
• Sale of McAuley Woods & Associates to R-T Specialty.
• Liife Quotes, Inc. (Nasdaq: QUOT) in its "going private" transaction.
• Insure.com in its sale of its URL and related assets to QuinStreet, Inc.
• HBO Middle East FZ LLC, a Dubai-based software and systems integration company, and its members, in its sale to InterSystems International Corporation.
• Inland Western Retail Real Estate Trust, Inc. in its $375 million stock-for-stock acquisition of Inland Western Retail Real Estate Advisory Services, Inc., Inland Southwest Management Corp., Inland Northwest Management Corp. and Inland Western Management Corp.
• Inland Retail Real Estate Trust, Inc. in its $6.2 billion merger with Developers Diversified Realty Corporation, the second largest retail REIT transaction.
• Inland Retail Real Estate Trust, Inc.'s stock for stock acquisition of Inland Retail Real Estate Advisory Services, Inc., Inland Southern Management Corp., Inland Mid-Atlantic Management Corp. and Inland Southeast Property Management Corp.
• Represented Morgan Joseph LLC's Healthcare Investment Banking Group in its role as exclusive financial advisor to Graymark Healthcare, Inc. (NASDAQ: GRMH) in its sale of the assets of its independent pharmacy division, ApothecaryRx, to Walgreens Inc. The transaction, expected to close in the fourth quarter of 2010, is anticipated to realize a total enterprise sale value of $35 million.
• Sale of ECC Insurance Brokers, LLC to Brown & Brown, Inc.
• Management buyout of DMI Brokerage, LLC from Near North National Group, Inc.
• Quotesmith.com asset acquisition of Life Quotes, Inc. and related common stock investment by Zions Bancorporation
• Quotesmith.com asset acquisition of Insurance News Network
• Career Education Corporation stock acquisition of Pennsylvania Culinary Academy
• Career Education Corporation asset acquisition of Texas Culinary Academy
• Career Education Corporation stock-for-stock acquisition of EduTrek International Inc.
• Career Education Corporation cash-for-stock acquisition of California Culinary Corporation
• Demco, Inc. stock acquisition of Don Gresswell Limited from School Specialty, Inc.
• Vcapital, Inc. merger with Broadmark Capital Corporation
• Commercial Intertech Corp.'s stock-for-stock merger (with a cash election) with Parker-Hannifin Corporation
• Commercial Intertech Corp. defense of hostile tender offer by United Dominion and spinoff of CUNO Corporation
• Wells-Gardner Electronics Corporation asset sale of Coin Control business
• Wells-Gardner Electronics Corporation asset purchase of American Gaming & Electronics, Inc.
• Wells-Gardner Electronics Corporation asset acquisition of Coin Controls, Inc.
• Bolt, Inc. stock acquisition of Redflame, Inc.
• Diversified Food Group, LLC sale of assets to Foodbrands, Inc. (IBP)
• Walbro Corporation cash tender offer by TI Group plc
• Prism Communication Services, Inc. (Transwire) investment by and then sale to Comdisco, Inc.
• Ultra Pac, Inc. defense of bear hug letter from and sale to Ivex Packaging Corporation
• Source Services Corporation stock-for-stock merger with Romac International, Inc. (KForce)
• Laidlaw Environmental Services, Inc. stock-for-stock merger with Rollins Environmental Services, Inc. (Safety-Kleen)

Securities

• Regular representation of leading investment banks/financial advisory firms like Houlihan Lokey Howard & Zukin, Duff & Phelps, Mesirow Financial and Dresner Securities in their engagements, including rendering fairness and solvency opinions
• Represents Duff & Phelps in their issuance of their solvency opinion to The Phoenix Companies in connection with their spin-off of the Virtus Investment Partners, Inc.
• Represented Duff & Phelps in their issuance of their "non-solvency" opinion to Hexion Specialty Chemicals, Inc. in its proposed $10 billion acquisition of Huntsman Chemical.
• Representation of Duff & Phelps in their issuance of their solvency opinion to Altria Group, Inc. in its $40 billion spin-off of Kraft.
• Representation of Duff & Phelps in their issuance of their solvency opinion to Altria Group, Inc. in its spin off of Phillip Morris International.
• Tyco International Ltd. in its spin offs of Covidien (Tyco Healthcare) and Tyco Electronics.
• Premier Entertainment LLC (Hard Rock Hotel and Casino Biloxi) $160 million Rule 144A senior note offering and subsequent exchange offer
• Premier Entertainment LLC (Hard Rock Hotel and Casino Biloxi) $10 million subordinated note issuance to the Rank Group PLC
• Inland Western Retail Real Estate Trust, Inc. $2.7 billion follow-on public offering of common stock by Inland Securities Corp.
• Inland Western Retail Real Estate Trust, Inc. $2.7 billion initial public offering of common stocks by Inland Securities Corp.
• Inland Retail Real Estate Trust, Inc. $1.67 billion follow-on offering of common stock by Inland Securities Corp.
• Inland Retail Real Estate Trust, Inc. $500 million follow-on offering of common stock by Inland Securities Corp.
• Salomon Smith Barney, William Blair and Stephens, Inc. initial public offering of Vascular Solutions, Inc. stock
• Kensey Nash Corporation follow-on offering of common stock by Prudential Vector Healthcare Group, Paine Webber Incorporated and UBS Warburg LLC
• Ferris Baker Watts Incorporated, Fahnestock & Co., Inc. and C.E. Unterberg Tobin initial public offering of musicmaker.com stock
• CUNO Corporation follow-on offering of common stock by Robert W. Baird & Co., Goldman, Sachs & Co. and Cleary Gull Reiland & McDermott Inc.
• Morgan Stanley & Co. Incorporated, Salomon Brothers Inc. and McDonald & Company Securities, Inc. follow-on offering of common stock of Sinter Metals, Inc.
• Donaldson, Lufkin & Jenrette and Legg Mason Wood Walker Incorporated initial public offering of common stock of LECG, Inc.
• Walbro Corporation $100 million Rule 144A senior note offering and exchange offer, initially sold by Salomon Smith Barney

Private Equity and General Corporate Matters

• Closed first round of institutional financing for William Paid Holdings, LLC. The financing, which was provided by H.W. Kaufman Financial Group, consisted of a $750,000 term loan, a $1.245 million non-revolving credit facility and a warrant for approximately 10-percent of William Paid.
• Represented Micromatic LLC in its new term and revolving-credit facility with Wells Fargo National Association.
• Millennium Pharmacy Systems, Inc. services B-3 preferred stock sale and related term loan with MidCap Funding IV, LLC.
• Skyline Global Partners in its acquisition of Captek and Natutac in partnership with Prairie Capital.
• Representation of the first seller of Groupon's shares to a non-Groupon-sanctioned third-party purchaser.
• Represented WilliamPaid.com, an automatic rent-payment website, in its C, D, E, F, & G rounds of venture capital financing.
• Representation of first investor in renewable-energy company Urban Green Technologies, LLC.
• Represented members of the management team of Restructure Holdings LLC, d/b/a Educate, Inc., in connection with their multimillion-dollar investment and capital commitment to the company. In exchange for their individual investments, the management-team members received preferred membership interests in Educate.
• Management of Revolution Inc. in its recapitalization and equity investment by PNC Equity Partners and MTN Capital.
• Management of Gibraltar Business Capital in its structure, formation and initial capitalization, along with the investment by CCCC Growth Fund.
• MBA Building Supplies, Inc. in a license agreement whereby MBA licensed novel intellectual property for steel studs from a joint venture that has two of the largest industry competitors as joint-venture partners.
• Great Lakes Equity Partners in its purchase, with Wynnchurch Capital Partners, of Senco Brands out of bankruptcy.
• Represented the Oceanaire Restaurant, Inc. in connection with its competitive sale process to Landry Restaurants and its successful exit from Chapter 11 bankruptcy proceedings.
• BeCause LLC in connection with its private investments
• Great Lakes Equity Partners in its acquisition of the stock of Sentral Assemblies and Components, Inc. and related financings
• R. B. Gustafson's recapitalization with management and Capital Source
• Cornerstone Real Estate Funds $1.5 billion joint venture with Servant Investments, Inc. and Servant Healthcare Investment, Inc.
• Unicorn Investment Bank's complex, cross-border, Shari'ah compliant acquisition of Ellington-Elsasser, Inc., through its US-based private equity affiliate UIB Capital
• Mesirow Capital Partners VIII, L.P.'s acquisition of R.B. Gustafson and related financings
• Mesirow Capital Partners VIII, L.P.'s investment in Lincoln Snacks
• Forest Hill Partners LLC's acquisition of Micromatic from Textron and related financings
• Forest Hill Partners LLC's investment in Wobble Light LLC
• Forest Hill Partners LLC's investment in NSW/BS LLC
• JE Matthew restructuring of senior debt held by Bank One
• StarNet, Inc. Chapter 11 bankruptcy
• Evaluation of defensive measures and implementation of stockholders right plan for Career Education Corporation
• First Source Financial, The Prudential Insurance Company and Orix Financial restructuring of $60 million in senior and subordinated debt of Neuvant Aerospace corporation and conversion into common and preferred equity
• Insurance Auto Auctions, Inc. settlement with ValueAct Partners, L.P.
• Insurance Auto Auctions, Inc. examination of strategic alternatives and potential sale of company
• SemiEquip Sale of Series A Preferred Stock and stock acquisition of Beam Line, Inc.
• Heller Financial Advisors establishment of middle market investment bank representation in connection with various engagements
• Venture Capital Online sale of Series B Preferred Stock
• J.E. Matthew joint venture agreement, development of financial product and investment in EBIZ.com
• Braintree Venture Partners private placement
• Formation and funding of DC Velocity, LLC
• Special Delaware Counsel to Novitron on its mergers with Landmark and GPSI

Professional Activities

• Served as a tax policy analyst at the US Chamber of Commerce Tax Policy Center in Washington, D.C. and as a tax analyst for a property tax reform project for a Michigan State Senator.
• Served as a fiscal analyst in Grenada for the United States Agency for International Development's Fiscal Reform Project and has advised Grenada's Ministry of Finance in tax budgetary and economic issues.
• American Bar Association
  - Member, ABA Standing Committee on Strategic Communications
  - Business Law Section
  -- Past Chair, Strategic Communication Committee
  -- Past Editor-in-Chief, Business Law Today
• The Chicago Bar Association

Admissions

• Illinois
• U.S. District Court for the Northern District of Illinois
• U.S. District Court for the Western District of Michigan

Education

• University of Michigan Law School, J.D., 1990
• University of Michigan, M.P.P., 1986
• University of Michigan, B.A., 1985

Experience

• Duane Morris LLP
  -Partner, 2002-present
• Katten Muchin Zavis Rosenman, Chicago, Illinois
  - Partner, 1998-2002
  - Associate, 1990-1998

Civic and Charitable Activities

• Governing Board Secretary, American InterContinental University, a regionally accredited institution owned by Career Education Corporation (CECO)
• Governing Board of Trustees Chair, Colorado Technical University, a regionally accredited institution owned by Career Education Corporation (CECO)
• Governing Board Member, Anti-Cruelty Society
• Development Board Member, PAWS Chicago
• President’s Circle, Chicago Council on Foreign Relations

Honors and Awards

• Listed in Chambers USA: America's Leading Lawyers for Business, 2008, 2009, 2010 and 2011
• AV® Preeminent™ Peer Review Rated by Martindale-Hubbell

Selected Publications

• Co-author, "SEC Amends Accredited Investor Net Worth Standards per Dodd-Frank," Duane Morris Alert, December 28, 2011
• Featured in "GE Scores Big Profits, But a Small U.S. Tax Bill," Marketplace (NPR), March 25, 2011
• Co-author, "Delaware Supreme Court Reverses Ruling on Term-Lengths for Directors Serving on Staggered Boards ," Duane Morris Alert, December 15, 2010
• "Top Ten Rules to Avoid Legal Trouble in Social Media Programs and Campaigns," November 11, 2010 (excerpt posted on brandchannel.com)
• "The Impact of the SEC's New Proxy Rules," Institutional Investor, September 2010
• Co-author, "SEC Provides Relief for Non-Accelerated Filers from Auditor Attestation Report on Internal Control over Financial Reporting," Duane Morris Alert, September 22, 2010
• Co-author, "SEC Adopts New Rules Providing Proxy Access for Shareholders," Duane Morris Alert, September 10, 2010
• Co-author, "SEC Issues Concept Release on the "Plumbing" of the U.S. Proxy System," Duane Morris Alert, July 28, 2010
• Co-author, "U.S. Senate Passes Massive Hedge Fund Managers Regulation Bill," Duane Morris Alert, June 7, 2010
• Co-author, "FINRA Issues Regulatory Guidance for Broker-Dealers’ Investigations in Private Placements," Duane Morris Alert, April 28, 2010
• Co-author, "Modifications to Press-Release Requirements for NASDAQ-Listed Companies," Duane Morris Alert, April 1, 2010
• Co-author, "SEC Finalizes Proxy Disclosure Enhancements," Duane Morris Alert, December 28, 2009
• Co-author, "SEC Reopens Public Comment Period for Proposal Relating to Shareholder Director Nominations," Duane Morris Alert, December 16, 2009
• Co-author, "Delaware Chancery Court Refines Applicability of Entire Fairness and Business Judgment Standards of Review for Certain Merger Transactions," Duane Morris Alert, November 10, 2009
• Co-author, "Words Matter: Financial Advisors Need to Be Careful Using Form Engagement Letters," Duane Morris Alert, November 6, 2009
• Co-author, "SEC Revises Policies on Excluding Shareholder Proposals Concerning Risks," Duane Morris Alert, November 5, 2009
• Co-author, "New Rules For Online Proxy Materials?" Law 360, November 4, 2009
• Co-author, "SEC Proposes Amending Rules for Internet Availability of Proxy Materials," Duane Morris Alert, October 22, 2009
• Co-author, "SEC Grants Final Extension for Compliance with Auditor Attestation of Internal Control Reports," Duane Morris Alert, October 7, 2009
• Co-author, "SEC Orders Sanctions Against Unregistered Broker-Dealers," Duane Morris Alert, July 21, 2009
• Co-author, "SEC Proposals on Proxy Disclosure and Solicitation Enhancements," Duane Morris Alert, July 20, 2009
• Co-author, "U.S. Senate and SEC Corporate Governance Proposals," Duane Morris Alert, May 22, 2009
• Co-author, "SEC Files Credit Default Swap Insider-Trading Case," Duane Morris Alert, May 12, 2009
• Co-author, "Common-Sense Ways for Businesses to Increase Collection of Accounts Receivable," Duane Morris Alert, February 13, 2009
• "Post-Madoff: What Now for Investors?" Law 360, with Marvin Pickholz and Jason Pickholz, January 9, 2009
• "Proactive Steps for Businesses to Consider in a Down Economy," The Legal Intelligencer, November 4, 2008
• Featured in "Annoying Phone Calls? Blame the SEC" by Ashlea Ebeling, Forbes, May 6, 2008
• Featured in "Focusing on the Basics Takes Him to the Top," Chicago Daily Law Bulletin, December 3, 2007
• Featured in "Large Deals and Suits," American Lawyer, January 2007
• Featured in "Duane Morris, Baker Hostetler Work Out $6.2 Billion Deal" by Gina Passarella, The Legal Intelligencer, October 30, 2006
• Featured in "Windy City Wolverines" by Mary Morrison, Michigan Alumnus, Fall 2006
• "Uncovering Ideal Opportunities," Counsel to Counsel, May 2004
• "Post-attach MAC", The Daily Deal, December 13, 2001
• "Enron's Implosion and Boards of Directors", Insights, Volume 16, Number 3, March 2002
• Client Advisory: New Merger Review Process Initiative Encourages Aggressive Participation by Business People and Their Lawyers
• Client Advisory: Tyson-IBP Decision to Affect High-Stakes M&A Transactions
• Client Advisory: Rights Offerings Increase in Popularity as a Method of Raising Capital
• Client Advisory: SEC Adopts New Rules to Simplify Regulation of Takeover Transactions

Selected Speaking Engagements

• "Private Equity Connections," Panel Presentation, May 2011
• "Going Private: Opportunities Here and Now," Webinar with Raymond James, November 2010
• "Starting a New Business: Some Legal and Practical Tips," seminar, October 2010
• "Managing Going-Concern Risk," Duff & Phelps webcast, December 16, 2009
• "What Board Members Need to Know About the SEC Proposal for New Investor Powers," Reed Seminars' webinar, May 2009
• "Private Equity Update", Midwest M&A Forum, Chicago, April 2008
• "Role of Private Equity Groups and Hedge Funds," Midwest M&A Forum, Chicago, June 2007
• "Ethical Issues Confronting Transactional Counsel," 27th Annual Ray Garrett Corporate and Securities Law Institute, Chicago, May 2007
• "Healthcare Investment Opportunities," Strategic Research Institute - 9th Annual Private Equity Roundup, Scottsdale, Arizona, January 2007
• "Managing Compliance and Mitigating Risk," Martindale Hubbell's Best Practice Summit, Chicago, September 2006
• "Risk Scenarios in Private Equity," Chicago Federal Reserve System's Private Equity and Merchant Banking Center - "Shifting Winds of Private Equity Risk," July 2006
• "Legal Issues: Fiduciary Duties and Special Committees," National Conference and Research Group's Conference, 2004
• "Whistleblower Hotlines Under Section 301 of Sarbanes-Oxley: More Than a Mandate," Shareholder.com Webcast, December 2003
• "Alternative Exit Strategies: Going Private Transactions," 6th Annual Private Equity Roundup, Scottsdale, Arizona, February 2004
• "Getting the Dough in 2005: Financing Early Stage Companies," American Bar Association Annual Meeting, Chicago, Illinois, August 2005
• "Creative Private Equity Exit Strategies," 7th Annual Private Equity Roundup, Scottsville, Arizona, 2005
• "Going Private or Going Home," Business Valuation Association Meeting, Chicago, Illinois, 2005
• "Fairness Opinions: How to Offer Directors Real Protection (Do It Right!)," Business Valuation Association Meeting, Chicago, Illinois, 2004
• "The Current Regulatory Environment: What You Need to Know and What You Need to Do," John Lafferty's Business and Financial Strategies for Owners and Entrepreneurs radio show on BusinessAmericaRadio.com, 2004
• Strategic Research Institute - 5th Annual Private Equity Roundup, Scottsdale, Arizona, January 2003
• Strategic Research Institute - HR Annual Middle Market March Madness, Atlanta, Georgia, 2003
• Annual Small & Micro Cap Public Company Symposium - Structuring Efficient Public-to-Private Transactions, Ponte Vedra Beach, Florida, 2003
• Practicing Law Institute - Securities Filings 2002 - Regulation S-K and Proxy Statements and Annual Reports, Chicago, 2002
• Watson Wyatt--Mergers & Acquisition Process: Doing the Deal and Integrating the Business, Chicago, Illinois, 2002
• Strategic Research Institute-Executing and Funding Spin-Offs and Divestitures in an Illiquid Market, Chicago, Illinois, 2002
• 20th Annual Federal Securities Institute--Can Our Clients Control Their Own Future? Miami, Florida, 2002
• Executing and Funding Spin-offs and Divestitures - The ABC's of Spin-offs, Chicago, 2002
• 3rd Annual Mid-Market March Madness-Going Private Structuring and Deal Issues, Palm Springs, California, 2002
• Public to Private IV Conference - Structural Alternatives: Exploring Techniques for Taking Companies Private, Chicago, 2001
• Heller Financial: Private Equity Sponsor Summit - Legal Implications of Going Private, New York City, 2001
• CEO Summit: Current Issues for Mid-Cap Public Companies--Current SEC Issues, Chicago, 2001
• Mergers & Acquisitions Forum - Due Diligence in M&A Process, Chicago, 2001
• Mergers & Acquisitions Forum - Negotiating the Deal, Chicago, 2001
• Mergers & Acquisitions Forum - Due Diligence in M&A Process, Miami, 2001
• The Complete Course on Conducting Bulletproof Due Diligence (Co-Chair) - Due Diligence in the M&A Process, Miami, 2001