George J. Nemphos
Duane Morris LLP
111 South Calvert Street, Suite 2000
Baltimore, MD 21202-6114
Phone: +1 410 949 2910
Fax: +1 410 949 2953
George J. Nemphos is the chair of Duane Morris' Corporate Practice Group and the managing partner of the firm's Baltimore office. He is also a member of the firm's national governing Partners Board. Mr. Nemphos practices in the areas of corporate and securities law. He has extensive experience in representing both private and public companies, venture capitalists, angel investors and private equity funds. He frequently represents clients in mergers and acquisitions transactions as well as securities law, compliance and general corporate matters. Mr. Nemphos' clients have included emerging businesses, high-tech and telecommunications companies, private equity and venture capital funds, manufacturing companies, and companies in the capital markets, life sciences and homeland security industries.
In 2001, Mr. Nemphos was named one of the "40 Under 40" business leaders in Baltimore by the Baltimore Business Journal. Mr. Nemphos is a graduate of the 2006 GBC Leadership program, a program that hand-picks Baltimore area leaders from business, nonprofits and the government to become strategists for the future of the region. In addition, in September 2008, Institutional Investor named Mr. Nemphos as one of "10 Rising Stars of Private Equity and M&A Law." He is also listed in the 2009 edition of Maryland Super Lawyers.
Prior to joining Duane Morris, Mr. Nemphos led a team of lawyers representing a private equity fund in its acquisition of Captain D's Restaurant chain; Active Day, Inc.'s acquisition of the Almost Family adult daycare division; TeleCommunication Systems, Inc.'s acquisition of Xypoint Corporation; and a multitude of venture capital and private equity deals.
Admitted to practice in Maryland, Mr. Nemphos is a 1994 magna cum laude graduate of the University of Baltimore School of Law, where he was a member of the Heuisler Honor Society and a member of the Tax Moot Court team. Mr. Nemphos also holds an LL.M. in Taxation from the Georgetown University Law Center and is a graduate of Boston University.
Areas of Practice
- Securities Law
- Venture Capital/Private Equity Law
- Mergers & Acquisitions Law
- Corporate and Business Law
- Corporate Finance
- Represented a Virginia IT staffing and consulting company in connection with a two-step transaction involving a corporate restructuring in which the company contributed substantial amounts of its assets and liabilities to a Delaware limited liability company, which simultaneously sold its preferred units to a third party investor for $20 million.
- Represented Gemini Partners, Inc. and its affiliate, Lynx Capital, LLC, in a merger-of-equals transaction with Redwood Capital Group.
- Represented Salar, Inc. in the sale of 100 percent of its outstanding equity securities in a reverse triangular merger to Salar Acquisition Corp., a wholly owned subsidiary of Transcend Services, Inc. (NASDAQ:TRCR), for $11 million cash.
- Represented numerous private equity groups, venture capital groups and hedge funds, assisting them with financing and fundraising transactions cumulatively valued at more than $1 billion.
- Acted as counsel to private equity groups and companies seeking private equity financing for mergers, acquisitions and company operations in a wide variety of industries, including: healthcare; biotech; fiber-optic technology; wireless technology; industrial services; consumer products; restaurants; retail; and athletic apparel.
- Formed venture funds and private equity groups for investor clients, drafting documents relating to fund structure and organization, management services agreements, employment agreements and private placement memos.
- Acted as counsel to investors who purchased industrial services company, Atlantic Scaffolding Company. Structured and negotiated acquisition agreements valued at more than $40 million. Then structured company and provided counsel regarding acquisitions of other scaffolding companies. Within 3.5 years, assisted in the sale of the expanded conglomerate for $257 million, solving union workforce issues, structured issues, supplier and customer issues and financing issues.
- Represented Yorkshire Global Restaurant Corporation in the sale of more than $300 million in assets associated with operations of Long John Silver's Restaurants and A&W Restaurants. Solved issues related to franchise disputes, protected franchise areas, employment matters, landlord consents, real estate conveyancing, environmental matters and other obstacles to transfer.
- Represented investors in structuring merger of two companies in the fiber-optic technology industry. Merged the two companies into one named Covega Corporation. Then assisted company through several rounds of venture financing to facilitate growth. Negotiated deals with customers, suppliers and manufacturers. Completed a stock-for-stock swap to secure private equity financing valued at more than $40 million.
- Represented venture capital funds in a wide variety of fundraising transactions for companies seeking anywhere from $1.5 million to $40 million of seed capital or seasoned stage financing.
- Successfully completed several venture capital financings for start-up and early stage companies engaged in providing content for mobile phone users.
- Successfully completed early-stage financing for investors engaged in producing technology for mobile phone ordering of take-out food from restaurants.
- Represented investors in optics company, NexTone Communications, in merger negotiations with ReefNet, successfully concluding a $50 million acquisition.
- Represented early-stage companies that developed firewalls and security systems for highly sensitive mobile technology users, such as police departments and the Department of Defense. Negotiated numerous associated government contracts.
- Represented a telemedicine technology company, Bisicu, in successful public offering that raised more than $110 million.
- Acted as counsel to a variety of parties in multiple industries who were involved in Private Investment Public Equity (PIPE) transactions.
- Maryland Bar Association
- American Bar Association
- Law360 Editorial Advisory Board
- Corporate Finance Section, 2010
- Georgetown University Law Center, LL.M., 1996
- University of Baltimore School of Law, J.D., magna cum laude, 1994
- Boston University, B.S., 1991
- Duane Morris LLP
- Partner, 2006-present
- DLA Piper US LLP
- Partner, 2002-2006
- Associate, 1997-2001
- ThermoChem, Inc.
- Associate General Counsel, 1995-1997
- Greater Baltimore Technology Council
- Board Member and Of Counsel
- Early Stage East
- Board Member and Vice Chairman
- Emerging Technology Center
- Board Member
- University of Baltimore Foundation
Civic and Charitable Activities
- Director, University of Baltimore Foundation
- The Bryn Mawr School Annual Fund Committee
- GBC Public and Legal Affairs Committee
- Event Chair, Early Stage East Venture Fair, 2005
- Co-Chair, Bio Life Tech Fair, Early Stage East, 2005
- GBC Leadership Class 2006
Honors and Awards
- Listed in Smart CEO's Leading Lawyers, 2011
- Listed in Best Lawyers in America, 2010-2012
- Maryland Super Lawyers, 2009
- Named one of "10 Rising Stars of Private Equity and M&A Law" by Institutional Investor News, September 2008
- 2006 GBC Leadership Class
- "40 Under 40," Baltimore Business Journal, July 2001
- Co-author, "SEC Enforcement Actions Against Private Equity: Get Ready for More," Duane Morris Alert, February 6, 2013
- Quoted in "How to Break Into the Fashion Industry," Inc., June 14, 2010
- Co-author, "Seven Steps for Making a Fashion Dream Come True," Apparel, June 9, 2010
- "Party May Be Over, But Capital is Still Out There," Special Report, Baltimore Business Journal, week of August 31-September 6, 2001
- "Survival! The Down Round and Beyond," Capital Growth 2001 Venture Guide: Develop, Build & Finance Your Entrepreneurial Venture, 2001; Start-UP and Emerging Companies Strategist, Law Journal Newsletters, April 2001
- "Don't Go it Alone: Advice for First-Time Entrepreneur," Techlink, July 2005, Maryland's Telecommunications and Technology monthly feature in The Daily Record newspaper
Selected Speaking Engagements
- Speaker, "Private Equity Investing in Food and Beverage Companies—Why Deals Are Returning to the Table," Capital Roundtable's Seventh Annual Master Class, New York City, June 10, 2010
- Panelist, "Duane Morris Private Equity Executives Forum: The New Rules for Dealmakers," New York City, June 1, 2010
- Speaker, "Bonobos, a Funded and Rapidly Growing Innovator," FashInvest Quarterly Networking and Educational Event, New York City, May 4, 2010
- Speaker, "Raising Early Stage Capital," FashInvest Quarterly Networking and Educational Event, New York City, January 28, 2010