David A. Sussman

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David A. Sussman practices in the area of corporate law with a focus on private equity, capital markets and tax. Mr. Sussman chairs the firm's Private Investment Funds practice and serves as a team lead for the Duane Morris Private Equity industry group.

Mr. Sussman's private equity experience includes launching investment funds, including private equity, hedge, real estate and venture capital funds. He regularly advises funds in connection with their operations, including the acquisition and disposition of such investments. He also advises investors in connection with secondary market purchases and sales of private equity fund interests.

In the area of capital markets, Mr. Sussman represents middle-market investment banking firms in connection with debt and equity raises for middle-market issuers, with an emphasis on private placements for private issuers. He also represents middle-market private companies in connection with their capital markets transactions.

Mr. Sussman also represents clients in transactional tax work. His corporate tax practice includes all aspects of corporate taxation, including tax-free spin-offs and taxable and tax-free mergers and acquisitions of subchapter C corporations and subchapter S corporations, including forward subsidiary mergers, reverse subsidiary mergers and taxable stock sales. He represents partnerships in matters related to forming and negotiating sophisticated and complex joint ventures, including the preparation of partnership and limited liability company agreements and the purchase and sale of partnership and limited liability company interests.

Mr. Sussman received an LL.M. in 2001 from New York University School of Law. He is a 1996 cum laude graduate of New England School of Law and a graduate of the University of North Carolina at Chapel Hill.

Representative Matters

    Private Equity

  • Represented MC Square Holdings LLC, as principal, and MC Square Capital LLC as financial advisor to Sodali in its acquisition of Morrow & Co., LLC to create Morrow Sodali Global LLC, the largest independent corporate governance, proxy solicitation, investor relations, capital markets and shareholder services firm in the world, serving more than 600 corporate clients in 30 countries.
  • Represented sponsor in connection with the formation of Sailbridge Capital Activist Fund, L.P., a hybrid hedge and venture capital activist fund to invest in Mexican and other non-U.S. portfolio companies.
  • Represented National Securities Corporation in connection with its launch of National Israeli Founders Fund LLC, a venture fund targeting Israeli founded technologies.
  • Represented National Securities Corporation in connection with the formation of NSC Biotech Fund I LLC, a fund designed to purchase securities in Fortress Biosciences Inc. on the secondary market.
  • Represented the sponsor of Real Estate Home Development Loan Fund I, L.P., a debt fund used to make investments in real estate development projects.
  • Represented the owners of a construction management and consulting company, in the sale of all of the membership interests to a subsidiary of a NYSE listed global provider of architecture, design, engineering, and construction services.
  • Represented Poydras Gaming Finance Corp. (TSXV-PYD), in its acquisition of 100% of the stock of Integrity Gaming, Inc., Aurora Gaming, Inc. and Integrity Gaming of Kansas, Inc. for approximately $18 million, including, cash, stock, assumed debt, and an earn-out of up to $5 million.
  • Represented a substance abuse and mental health treatment company in a $231 million debt and equity financing in an effort to move forward with a multi-state rehabilitation center business.
  • Represented the National Securities Corporation in the special purpose fund it formed to make an investment into Coronado Biosciences, Inc.
  • Represented Shelbourne Capital LLC in its new joint venture with Red Lion Hotels Corporation, a Spokane, Washington-based public company, involving the acquisition, equity and debt financing, and a capital improvement program for twelve hotels located in Washington, California, Oregon, Idaho, and Utah.
  • Represented a manufacturer of boilers, generators and heaters in its sale to a private equity company.
  • Represented WANDL, Inc., a software solutions company specializing in advanced network planning, management, design and the optimization of next-generation multi-layer networks, in its sale by reverse triangular merger to Juniper Networks, Inc. (NYSE: JNPR) for approximately $60 million.
  • Represented Brace Industrial Group L.P., a Houston-based industrial services roll-up, in its acquisition of Basic Industries, LLC, an industrial services company, for approximately $33 million.
  • Represented the management team and affiliates of American Energy Partners, LP in a private equity-backed equity investment of approximately $1.7 billion, including a subordinated debt investment of $450 million. The investment proceeds will be used to acquire and develop energy assets.
  • Represented fund manager in connection with launch of offshore master feeder private equity fund to invest in investment-grade wine in Hong Kong auction houses.
  • Represented a private equity company in funding a $75 million senior secured credit facility to support the growth of a pharmaceutical company.
  • Representing manager of private equity fund in connection with launch of fund to invest in German energy infrastructure companies.
  • Represented sponsors in connection with the formation of a multiple middle-market private equity leveraged buyout fund and assisted with acquisition and disposition of fund's portfolio companies.
  • Represented multibillion-dollar family office in connection with acquisitions and dispositions of private equity fund interests on the secondary market.
  • Represented investment adviser in connection with sale of interest in management company for a series of private investment funds in the amount of $200 million.
  • Represented emerging managers in connection with the launch of hedge funds, including US-organized hedge funds and master feeder hedge funds based in offshore jurisdictions.
  • Represented a Fortune 500 construction company and its affiliated entities in connection with the establishment of a $150 million joint venture between the company and a group of international investors relating to real estate located along the Hudson River in New Jersey.
  • Represented an American multinational food and beverage corporation in connection with a $50 million joint venture relating to the acquisition and operation of a quercetin farm located in Brazil.
  • Capital Markets

  • Represented National Securities Corporation, as underwriter and sole book running manager, in connection with the initial public offering by CBD Energy Limited, a diversified clean energy company and leading provider of solar installations worldwide.
  • Represented National Securities Corporation, a wholly owned subsidiary of National Holdings Corporation (OTCBB: NHLD), in connection with the private placements of several surgical centers nationwide.
  • Represented National Securities Corporation in connection with financing and roll-up of dermatology practices.
  • Represented National Securities Corporation in connection with private placement for a California digital media company's capital raise of up to $5 million.
  • Represented National Securities Corporation in connection with a capital raise in the amount of $8 million for a provider of mobile marketing software, based in Texas, which handles marketing to consumer smart phones and tablets.
  • Represented National Securities Corporation, as placement agent, in a PIPE transaction consisting of convertible notes and warrants for a provider of mobile electric power solutions.
  • Represented National Securities Corporation as joint underwriter, along with Merriman Capital, Inc. as joint lead underwriter, in the approximately $5.5 million public offering of 4,347,826 shares of common stock of Cinedigm Digital Cinema Corp., a global leader in digital cinema.
  • Tax

  • 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 Ridgewood Energy Corporation in connection with launch of series of US-based funds to invest in oil and gas exploration in the Gulf of Mexico.

Areas of Practice

  • Private Equity and Investment Funds
  • Capital Markets
  • Corporate and Partnership Taxation

Admissions

  • New Jersey

Education

  • New York University School of Law, LL.M., 2001
  • New England School of Law, J.D., cum laude, 1996
  • University of North Carolina at Chapel Hill, B.A., 1992

Experience

  • Duane Morris LLP
    - Partner, 2013-present
  • Day Pitney LLP (f/k/a Pitney Hardin Kipp & Szuch)
    - Partner, 2006-2013
    - Associate, 2000-2005
  • Lum, Danzis, Drasco, Positan & Kleinberg LLP
    - Associate, 1997-2000

Honors and Awards

  • Listed in U.S. News/Best Lawyers "The Best Lawyers in America," 2015-2019

  • Listed in New Jersey Super Lawyers, 2011-2014
  • Listed in New Jersey Super Lawyers Rising Stars, 2006-2010
  • Listed in "Top 40 Under 40" by New Jersey Law Journal, 2007

No aspect of these rankings has been approved by the Supreme Court of New Jersey. Further information on methodologies is available via these links.

Selected Speaking Engagements

  • Roundtable Leader, "Slicing and Dicing Carried Interest for Charitable Donations," ACG InterGrowth 2014, April 29, 2014, Las Vegas, NV

Selected Publications

  • Quoted, "Hedge Fund Managers Shift Billions Over Carried Interest Concern," Bloomberg, May 17, 2018

  • Contributor, "Time to Update Partnership and Operating Agreements Under New Audit Rules," Duane Morris Alert, January 23, 2018

  • Co-author, "New Pass-Through Entity Deduction Delivers Tax Relief and Complexity," Duane Morris Alert, January 8, 2018

  • Co-author, "House Ways and Means Committee Releases Proposal on Tax Reform," Duane Morris Alert, February 28, 2014
  • "Wall Street Sales Tax Reintroduced on Capitol Hill: Likely a Significant Impact on Private Investment Funds," Duane Morris Alert, April 18, 2013; republished by Law360, May 3, 2013
  • "New Jersey Enacts Law Encouraging Angel Investments in Emerging Technology Companies," Duane Morris Alert, April 8, 2013
  • Co-author, "New Jersey Adopts a New Limited Liability Company Act," Day Pitney Alert, September 28, 2012
  • Co-author, "'Buffett Rule' Stalls in the Senate," Day Pitney Alert, May 2, 2012
  • Co-author, "IRS Issues Final Regulations on Treatment of Partnership Debt for Equity Exchanges," Day Pitney Alert, November 22, 2011
  • Mentioned, "Deal Roster: Berkshire Hills Bancorp - Connecticut Bank and Trust," Mergers Brief, November 8, 2011
  • Co-author, "American Jobs Act's Ordinary Income Tax Treatment of 'Carried Interests' Broader Than Prior Proposals," Day Pitney Alert, October 4, 2011
  • "Dodd-Frank Act Impact on Investment Advisers and Private Investment Funds," Day Pitney Alert, July 23, 2010
  • Co-author, "New Advanced Energy Manufacturing Tax Credit - 2009-2010 Credits Preliminary Application Due September 16 -- Approval to Be Based on DOE Project Rankings," Day Pitney Alert, August 28, 2009
  • Co-author, "Best Practices for Hedge Fund Managers and Investors Issued by the President's Working Group on Financial Markets," Day Pitney Alert, February 20, 2009
  • Co-author, "Annual Amendments and Online Form D Filings Become Mandatory Beginning March 16, 2009," Day Pitney Alert, February 9, 2009
  • Co-author, "Six IRS Notices Ease the Use of Losses Following Certain Equity Transactions," Day Pitney Alert, October 30, 2008
  • Co-author, "Tax Extenders Act Quashes Deferred Compensation for Managers of Offshore Funds," Day Pitney Alert, October 10, 2008
  • Co-author, "Federal Reserve Eases Rules on Equity Investments in Banks," Day Pitney Alert, September 25, 2008
  • Co-author, "President's Working Group Committee Releases Comprehensive New Standards for Managers," Day Pitney Alert, May 12, 2008
  • Co-author, "Lawmakers Unlikely to Consider Proposed Private-Equity Tax Increases This Year," Day Pitney Alert, October 12, 2007
  • Co-author, "New Tax Legislation Seeks to Treat Carried Interest Paid to Fund Managers as Ordinary Income," Day Pitney Alert, June 26, 2007
  • Co-author, "Hedge Funds, Deferrals, and Taxes," The Investment Advisor, November 2003
  • "The Private Investment Partnership - Investor, Trader, or Dealer," The Tax Adviser, October 2003
  • "The Careful Structuring of Hedge Funds Can Minimize Federal, State, and Local Taxes," Journal of Multi-State Taxation and Incentives, January 2003
  • "Structuring Hedge Funds: Federal, State, and Local Tax Issues," The Metropolitan Corporate Counsel, August 2002