Thomas G. Spencer primarily practices in the areas of corporate, securities and mergers and acquisitions. Mr. Spencer's securities practice focuses primarily on the representation of issuers of securities in public offerings and private placements and advising public companies with respect to their reporting and other obligations under Sarbanes-Oxley, the Securities Act of 1933, the Securities Exchange Act of 1934 and comparable state laws.

Mr. Spencer represents both buyers and sellers of assets, stock and other business interests in a range of merger, acquisition and other business combination transactions. He advises clients on both the contractual aspects of these transactions as well as any related securities law implications. He also advises clients with respect to and prepares any necessary Hart-Scott-Rodino premerger notification filings in connection with these transactions.

As a corporate lawyer, he advises a broad range of both public and private business entities in a wide variety of matters, including corporate or partnership governance and fiduciary duty issues, particularly under Pennsylvania and Delaware business laws, and an array of contractual and other business law issues. Mr. Spencer also advises closely held businesses with respect to planning and succession matters, including appropriate shareholder and similar agreements.

Mr. Spencer represents clients across a number of industries, including manufacturing companies, professional service firms including architectural and engineering firms, medical device companies, distributors and software development and technology consulting firms.

Areas Of Practice

Corporate Law
Securities Law
Mergers and Acquisitions
Antitrust Law

Representative Matters

Manufacturer of electrical power storage systems and power supply products in $52.5 million private placement of convertible senior notes.
Manufacturer of refractory and mineral products in acquisition of two manufacturing plants and various other intellectual property, inventory and other assets in a transaction valued at approximately $35 million pursuant to an FTC-mandated divestiture; transaction included both senior debt and subordinated debt financing.
Manufacturer of disposable foodservice and specialty chemical products in a private placement of $25 million series A preferred stock and warrants.
Shareholders of privately held manufacturer of refractory and mineral products in the sale of its stock to a private equity firm for more than $60 million.
Manufacturer of disposable foodservice and specialty chemical products in a $70 million 144A high yield senior secured floating rate note offering and subsequent registered exchange offer.
Manufacturer of electrical power storage systems and power supply and conversion products in $75 million 144A convertible senior note offering.
Private investors in sale of partnership interests in regional shopping malls to national REIT for more than $70 million.
Manufacturer of disposable foodservice and specialty chemical products in a $100 million private placement of senior notes under Rule 144A and subsequent registered exchange offer and in a subsequent $60 million private placement of senior notes under Rule 144A and registered exchange offer.
Venture capital firm in $21 million debt and equity placements to capitalize a document storage and information management company.
Management group in buyout structured as a recapitalization of a manufacturer of refractory and mineral products in a transaction valued at approximately $30 million.
Pennsylvania counsel to private equity firm in its acquisition of a Pennsylvania public company in a tender offer and cash merger transaction valued at over $250 million.
Independent committee of the board of directors of a Pennsylvania public company in a going-private transaction with a value of approximately $66 million that included control premium for holders of class of non-publicly traded common stock.
Provider of technology-based products and services to the pharmaceutical, biotechnology and medical device industry in numerous transactions, including a $10 million private placement of preferred stock.
Private golf club in connection with its organization and private placements of limited partnership units to fund the purchase of real estate and the construction and operation of two 18-hole championship golf courses.

Professional Activities

American Bar Association
- Business Law Section
- Antitrust Law Section
Pennsylvania Bar Association
- Corporation, Banking and Business Law Section
Philadelphia Bar Association

Admissions

Pennsylvania

Education

Villanova University School of Law, J.D., magna cum laude, 1985

Villanova Law Review

Dartmouth College, A.B., 1981

Experience

Duane Morris LLP
- Partner, 1995-present
- Associate, 1985-1994

Civic and Charitable Activities

Member, Montgomery County Mental Health/Mental Retardation Board
ARC Foundation (affiliate of ARC of Montgomery County)
- Member, Board of Directors
- Previously served as Vice President, Internal Affairs and as a member of the Executive, Legal Affairs and Governmental Affairs Committees of ARC of Montgomery County
Corpus Christi "Caring and Sharing" Capital Campaign
- Major Gifts Committee
Villanova University School of Law
- Duane Morris LLP Firm Representative, Annual Law Firm Giving Program
- Philadelphia Campaign Committee, "Campaign for Villanova Law" Capital Campaign

Selected Speaking Engagements

"MD&A Interpretive Release and Selected Disclosure Topics," SEC "Hot Topics" Institute, Philadelphia, Pennsylvania, June 15, 2005
"Complying with the SEC's Attorney Conduct Rules Under Sarbanes-Oxley Act," Pennsylvania Bar Institute, Philadelphia, Pennsylvania, June 26, 2003
"Insurance Issues Arising out of Mergers and Acquisitions," The Pennsylvania Business Lawyers' Institute, Philadelphia, Pennsylvania, November 28 and 29, 2001
"Limited Liability Companies," Pennsylvania Bar Institute Commercial Documents Series Program on Organizational Documents, Philadelphia, Pennsylvania, February 2, 2001
"Mergers and Acquisitions Insurance: Keys to Success in a Changing Environment," Philadelphia Chapter of the Association for Corporate Growth, Philadelphia, Pennsylvania, May 27, 1999
"Case Studies: Going Public," Meeting of the Delaware Entrepreneurs' Forum, Wilmington, Delaware, March 1996