Lee J. Potter, Jr.


  • Lee J. Potter, Jr.
  • Phone: +1 212 692 1095

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  • Duane Morris LLP
    1540 Broadway
    New York, NY 10036-4086

Lee J. Potter, Jr. practices in the area of corporate law with a concentration in mergers and acquisitions, joint ventures – including several transactions involving investments in federal opportunity zones – and private equity. Mr. Potter regularly advises foreign and U.S. companies, both publicly held and private, on a wide variety of corporate and transactional matters, including mergers, acquisitions, joint ventures, venture capital and private equity transactions, debt financings, restructurings and general corporate issues. He has represented companies across a broad array of industries, including aerospace and defense, manufacturing, technology, financial services, transportation, retail, fashion, media, insurance and energy.

Mr. Potter is a 1992 graduate, with honors, of the University of North Carolina School of Law (joint J.D./M.B.A.), where he was articles editor for the North Carolina Law Review and a member of the Order of the Coif, and a graduate of Oberlin College. He is a member of the American Bar Association and the New York State Bar Association.

Representative Matters

    Mergers & Acquisitions

  • Represented Avante, a Chilean-based investment group, in negotiating a joint venture agreement and purchase agreement in the acquisition of a 50% interest in an existing multi-family apartment complex in Ohio. 

  • Represented Envac, a Swedish environmental technology company, in its acquisition of all of the membership interests in Precision Air Convey, LLC.

  • Represented a major engineering company in its multimillion-dollar acquisition of a New York-based grandfathered professional engineering corporation via a simultaneous signing and closure of a stock purchase agreement.

  • Acted as US counsel to F.E.R. fischer Edelstahlrohre GmbH, a German company, in connection with the sale of two of its subsidiaries to Advent Technologies Holdings, Inc.

  • Represented a leading distributor and retailer of motor fuels in the sale of its assets, including more than 1,400 wholesale fuel locations and 70 retail convenience stores, to a large U.S. operator of gas stations/convenience stores in a transaction valued at over $350 million.

  • Represented Otto Bock Healthcare, a leading manufacturer and supplier of prosthetics headquartered in Germany, in its acquisition of BionX Medical Technologies, Inc. and of Freedom Innovations, LLC.

  • Represented TÜV SÜD AG in its strategic acquisition of RCI Consultants Inc., located in Houston, Texas. TÜV SÜD is a large, German-based testing, inspection and certification company with operations in Europe, Asia and the U.S.

  • Represented a subsidiary of Safran, SA in its acquisition of a U.S. manufacturer of optical devices. Safran is a large French aerospace/defense company with more than 10 billion Euros in annual sales and 50,000 employees worldwide.

  • Represented a Spanish petroleum company in connection with a proposed acquisition of a Taiwanese manufacturing entity.

  • Represented Voxx International Corporation in its $20 million acquisition, through Newco, a Delaware LLC, of 54 percent of the assets of EyeLock, Inc., a Puerto Rico corporation, and EyeLock Corporation, a Delaware corporation, and a wholly-owned subsidiary of EyeLock, Inc.

  • Acted as U.S. counsel to Labelux GmbH in connection with its acquisition of Jimmy Choo, the British-based luxury shoe and leather goods company.

  • Advised TÜV SÜD AG in connection with its acquisition of Global Risk Consultants Corp.

  • Represented an insolvent jewelry retailer in two separate sales of subsidiaries.

  • Advised a German manufacturer in connection with a bid for a Philippines-based business.

  • Private Equity

  • Represented a German pension fund in its initial investment into the owner of a high-end African resort hotel in a game preserve that also conducts safari tours.

  • Represented a Dutch entity in documenting an equity and debt investment in a development project led by Eenhorn, LLC, a Michigan-based developer, for multi-family and retail space to be located in Texas.

  • Advised a private equity firm in a $100 million secured credit facility with a major U.S. Bank. The loan was secured by mortgages covering approximately 72 sites located in 3 states.

  • Represented American Infrastructure MLP Fund L.P. (AIM), a California-based private equity firm, in its acquisition of a controlling interest in the Quik-Way Group. Quik-Way owns and operates more than 110 gas and convenience stores in Texas. As part of the transaction, AIM made an equity capital contribution and arranged for a new $100 million credit facility with a major commercial bank.

  • Represented Joh. A. Benckiser, the 80-plus percent stockholder of cosmetics manufacturer Coty, Inc., in Coty's $1 billion initial public offering (IPO).

  • Represented a portfolio company of a private equity firm in connection with obtaining a $50 million revolving credit facility secured by mortgages in multiple states.

  • Represented EQT Partners as part of international team in its acquisition of the US assets, in the amount of $270 million, of UC4 Software Group.

  • Represented a New York-based private equity firm in connection with a potential bid for the assets of a bankrupt luxury stationery business.

  • Advised a German private equity fund on its acquisition of a small manufacturer located in Buffalo, N.Y. Also represented this fund in obtaining secured debt financing from a German bank to fund the acquisition.

  • Joint Ventures

  • Advised Linden Lane Capital in connection with its $40 million opportunity zone investment into, and simultaneous purchase of, 1201-15 Callowhill Street in Philadelphia. The purchase consisted of an existing parking lot that will be adaptively reused into 210 market-rate apartments and ancillary parking for the residents. The equity investment came from four sources, which invested in $12 million of common equity and $29 million of preferred equity, all of which will be entitled to opportunity zone benefits. 

  • Represented Rocket Development Partners, LLC, a real estate agency, in connection with a joint venture agreement, in which affiliates of Off Road Capital Management, LLC along with Rocket Development Partners, LLC invested in a development project to construct 500 apartments and 44,000 in retail space located in an opportunity zone in Alabama. 

  • Represented 2120 East York LLC, the borrower/developer of 54 units of market rate housing in Philadelphia, in a transactional joint venture to create three separate, qualified opportunity zone funds, which in turn invested in a Qualified Opportunity Zone Business (“QOZB”) where a lender to the transaction, PNC Bank, also invested equity in the QOZB.

  • Assisted Public Health Management Corporation (PHMC) in leasing 100,000 square feet of space at 4601 Market Street, an historic 300,000+ square foot building, and in structuring a joint venture investment for PHMC with Iron Stone Partners in the adaptive reuse of the remainder of the property, utilizing historic and new market tax credits to create a neighborhood medical center and office complex.

  • Represented a Chilean multifamily family office in its $92 million acquisition and financing of a multi-level, 350,000 square foot shopping mall in Maryland; transaction included a joint venture with a commercial real estate development and net lease company in Tennessee, as well as a real estate acquisition and associated bank financing.

  • Represented a German pension fund in a joint venture with a US party in developing a recycling plant in California.

  • Represented American Infrastructure Funds, a private equity firm, in a joint venture transaction with Charter School Capital.

  • Represented Labelux Group, a Vienna-based luxury goods holding company, in its acquisition of a controlling interest in Derek Lam International LLC for an undisclosed sum.

  • Advised private company in a joint venture transaction involving the acquisition of mobile home properties.

  • Represented DQS Deutsche Gesellschaft zur Zertifizierung von Managementsystemen GmbH on the U.S. portion of its joint venture with Underwriters Laboratories, Inc.

  • Other Corporate Matters

  • Advised a Spanish investor regarding its SEC filing obligations in connection with the acquisition of shares in a U.S. public company.

  • Represented ThinkSmart, Ltd., an Australian lease finance company, in establishing operations in the U.S.

  • Advised a U.S. public company in connection with an internal restructuring involving the issuance of "stapled stock" to an affiliated entity.

  • Represented a startup in a private equity offering under Regulation D, the proceeds of which were to be used to bid for assets of a telecom company in bankruptcy proceedings.

  • Advised foreign bank in preparation and filing of a Form S-8 for issuance of ordinary shares for purposes of issuing ADR's to participants in its incentive equity plan.

  • Represented a start-up bio-diesel producer in obtaining initial financing of $7.9 million from four institutional investors.


  • New York


  • University of North Carolina School of Law, J.D., with honors, 1992
  • University of North Carolina, Kenan-Flagler Business School, M.B.A., 1992
  • Oberlin College, B.A., 1983


  • Duane Morris LLP
    - Partner, 2007-present
  • Arent Fox LLP
    - Partner, 2005-2007
  • Donahue & Partners LLP
    - Partner, 2003-2005
  • Willkie Farr & Gallagher LLP
    - Associate, 1997-2003
  • Cravath, Swaine & Moore LLP
    - Associate, 1992-1997

Professional Activities

  • American Bar Association
    - Member, Business Law Section
  • New York State Bar Association
    - Member, International Section

Honors and Awards

  • Recipient of the "2012 Jeremy G. Epstein Award for Pro Bono Service" from the City Bar Justice Center

Selected Publications

Selected Speaking Engagements

  • Presenter, "Drafting Effective Acquisition Agreements: Avoiding Potential Pitfalls," National Constitution Center, Webinar, January 22, 2015
  • Presenter, "Properly Drafting Preliminary 'Agreements': Avoid Breaches and Unwanted Litigation," National Constitution Center, Webinar, March 10, 2014
  • Speaker, "Avoiding Oral Breach Claims Arising From M&A Discussions," The Knowledge Congress Live Webcast Series, October 17, 2011
  • Co-lecturer on the topic of "Making Business Acquisitions in the U.S." to a delegation of visiting Chinese business executives sponsored by the Chinese State-Owned Assets Supervision and Administration Commission of the State Council (SASAC), September 26, 2011
  • Guest lecturer on the topic of structuring new businesses presented May 24, 2011 to a group of entrepreneurs in an event sponsored by the South Bronx Overall Economic Development Corporation
  • Co-lecturer at "International Mergers and Acquisitions in a Changing Legal and Business Environment," a presentation given on May 11, 2011 as part of "Global Law Week," an event sponsored by the New York State Bar Association's International Section
  • Co-lecturer at presentation for start-up businesses titled "Legal Structures and Tax Implications" on February 22, 2011, sponsored by the New York State Small Business Development Center, the Brooklyn Public Library - Business Library, the Brooklyn Economic Development Corporation, and the New York City Bar’s Neighborhood Entrepreneur Law Project
  • Panelist, First Degree NYC meeting, discussing capital raising options for smaller companies, November 2010
  • Presented lecture titled "How To Structure Your Small Business" on March 18, 2010 to a group of entrepreneurs, as part of a program sponsored by the New York City Bar's Neighborhood Entrepreneur Law Project and the Queens Economic Development Corporation