David A. Sussman is the managing partner of Duane Morris' Newark office. Mr. Sussman chairs the firm's Private Investment Funds practice and serves as a team lead for its Private Equity industry group. He also is a member of the firm's governing Partners Board.
Mr. Sussman’s practice focuses on private equity. He regularly counsels sponsors of private investment funds in connection with their fund offerings, including advising on fund terms and negotiating with high net worth and institutional investors. He also counsels investors in connection with their private equity fund investments, as well as purchases and sales of private equity fund interests on the secondary market.
Mr. Sussman works closely with private equity clients to understand their business objectives and help ensure that funds and investments are structured in a tax-efficient manner. He serves as lead U.S. tax counsel structuring private equity funds, hedge funds, real estate funds and venture capital funds, weighing the tax characteristics of the funds’ sponsors, investors and investments. Mr. Sussman regularly advises private equity funds in connection with tax planning and negotiations related to funds’ portfolio investments. As part of his tax counseling, he advises fund sponsors on maximizing returns for their investors on a net basis, as well as in connection with their carried interest.
In addition to his private equity experience, Mr. Sussman counsels both startup and established company clients on business and tax strategy and matters relating to operations. His clients include companies in the education, financial services and real estate industries. Specifically, in the real estate industry, he represents developers and investors in matters related to sophisticated and complex real estate joint ventures.
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. He was nationally ranked as a junior tennis player and was a member of UNC’s 1990 Atlantic Coast Conference Championship Team.
Represented JB Investments Management in forming and launching JB Investments Fund III, LP, a hedge fund seeking to raise up to $1 billion to invest in publicly-traded oil and gas companies; simultaneously formed and launched a parallel U.S. fund and a Cayman Islands offshore fund to benefit tax-exempt and foreign investors.
Represented a Boston-based private equity real estate investment management firm in forming a 3(c)(1) fund and parallel 3(c)(7) fund to make opportunistic hospitality and hospitality-related investments in and around Nantucket, Martha’s Vineyard and Long Island, identifying, acquiring and repositioning high-end boutique hotels, bed and breakfast properties, and making investments in on-site and off-site employee housing which will predominately be used as housing to enhance each fund’s hospitality investments.
Represented MCS Investment Holding LLC, a private equity firm focused on non-control investments and co-investments, in connection with the launch of a $10 million fund using a unique series LLC structure focused on European-based investors and family offices.
- Represented an investment manager in its liquidation of a hedge fund, creating a sophisticated tax structure whereby the client could defer taxes on the carried interest and avoid treatment of the basket as a constructive sale of the Long Securities.
- 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.
- 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 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.
Advised a private equity firm focused on investing in impactful education and skill development businesses through its Edtech Buyout Fund in the acquisition of a mastery-based college readiness company preparing students for the SAT®, ACT®, TSIA-2, EOC, and WorkKeys® tests.
- Represented certain investors in a $361 million investment into Covetrus, Inc., a spin out comprised of assets from Henry Schein, Inc. (a publicly traded company) and Vets First Choice (a private equity backed company), as part of a larger $1.5 billion transaction.
- 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 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 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 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.
Private Equity Fund Formation
Private Equity Transactions and Investments
Areas of Practice
- Private Equity and Investment Funds
- Partnership and Corporate Taxation
- New Jersey
- 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
- 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 The Best Lawyers in America, 2015-2023
- Listed in New Jersey Super Lawyers
- Listed in New Jersey Super Lawyers Rising Stars
- 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.
- Quoted, "Duane Morris Names New Managing Partner For Newark Office," Law360, January 13, 2022
- Quoted, "Hedge Fund Managers Shift Billions Over Carried Interest Concern," Bloomberg, May 17, 2018
- Mentioned, "Deal Roster: Berkshire Hills Bancorp - Connecticut Bank and Trust," Mergers Brief, November 8, 2011
- Co-author, "New Marketing Rule Under the Investment Advisers Act – Compliance Date Is Approaching," Duane Morris Alert, October 17, 2022
- Co-author, "Senate's Proposed Changes to Tax System Could Dramatically Impact Private Equity," Duane Morris Alert, August 2, 2022
- Co-author, "Fund Managers Rejoice: Treasury Issues Long-Awaited Carried Interest Regulations," Duane Morris Alert, August 13, 2020
- Co-author, "HEROES Act Proposes New Changes to the Tax Code," Duane Morris Alert, May 18, 2020
- Co-author, "COVID-19 CARES Act and Notice 2020-18: Tax Effects on Private Equity Firms and Portfolio Companies," Duane Morris Alert, March 27, 2020
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
- 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
Selected Speaking Engagements
- Panelist, "Impact of Tax Reform on Private Equity Strategies," 10th Annual Private Equity US Spring Forum Markets Group, May 5, 2022
- Roundtable Co-Facilitator, "Current Strategies for Navigating Carried Interest Legislative Requirements," 10th Annual Private Equity US Spring Forum Markets Group, May 4, 2022
- Speaker, "CARES Act Webinar: Latest Developments and Insights," Duane Morris Institute (DMi), Webinar, April 3, 2020
- Breakout Session Co-Leader, "Private Equity Adapting to the New Tax Reform Landscape," 8th Annual Private Equity US Spring Forum, Markets Group, May 6, 2019
- Roundtable Leader, "Slicing and Dicing Carried Interest for Charitable Donations," ACG InterGrowth 2014, April 29, 2014, Las Vegas, NV