Michael D. Schwamm

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Michael D. Schwamm represents public and private entities in all aspects of their business affairs. He practices in the areas of mergers and acquisitions, securities and technology law and provides general corporate counseling. Mr. Schwamm formerly was general counsel and chief operating officer of FiberCity Networks, Inc., a telecommunications service provider and uses his experience to provide his clients with proofed, business-centered advice.

Mr. Schwamm represents companies of all sizes, including startups and venture-backed companies, privately held family businesses and both large and small public companies in all aspects of their business affairs. He also provide services to venture capital and private equity funds, angel and other institutional investors. An increasing focus of his practice is assisting single family offices in structuring their direct business acquisitions; Mr. Schwamm co-leads the firm’s initiative in this area. 

Mr. Schwamm has worked on a wide variety of transactions, including mergers, acquisitions, public offerings, private placements, joint ventures and licensing arrangements involving a number of industries, such as big data, business services, consumer/retail, technology including FinTech, entertainment, healthcare services, manufacturing, sports and telecommunication. He calls upon his partners across the country and around the world in other practice areas to ensure his clients receive seamless, efficient and effective service for all their legal needs.

Mr. Schwamm is a magna cum laude graduate of Georgetown University Law Center, where he was editor of the Journal of Law and Policy in International Business and a cum laude graduate of the University of Pennsylvania.

Areas of Practice

  • Corporate Law
  • Securities Law
  • Mergers and Acquisitions
  • Private Equity
  • Technology Law
  • Services for Emerging Businesses
  • Corporate Governance
  • Renewable Energy

Representative Matters

    Private Equity and Venture Capital

  • Represented Wellspring Capital Management's portfolio company, Help at Home, LLC ("Help at Home"), a home healthcare agency, as corporate counsel in its bolt-on acquisition of all of the outstanding stock of Excel Companion Care, a Pennsylvania home healthcare agency, bringing Help at Home into its eleventh state of operation.
  • Represented CapX Partners in an aggregate credit facility of $7.4 million, consisting of a term loan facility of $5.4 million and a one year delayed draw term loan facility of $2 million, which included negotiation with a subordinated lender providing a credit facility of $3 million. The borrower, Two Twenty Records Management, is a family of affiliated companies in the record storage and data protection industry that operates nationwide, one of which was formed to consummate the transaction.
  • Represented a leader in the market for interactive advertising for connected TV (delivery of TV content via the Internet), in a private placement of $1.85 million of convertible notes.
  • Represented CapX Partners in an $11 million sale-leaseback transaction with 21st Century Oncology.
  • Represented Beacon Capital Strategies, a provider of fixed income trading solutions, in its Series A Round Preferred Stock with Oak Investment Partners and subsequent sale to Bonds.com Inc.
  • Represented Edison Venture in its equity investment in USAD Inc., a business and consumer information reseller.
  • Represented manufacturer of lighting fixtures in its private placement of debt and warrants by venture capital funds.
  • Advised start-up biotechnology company in multiple rounds of venture capital financing.
  • Represented operator of emergency rooms in its first institutional financing.
  • Public Offerings

  • Represented Enumeral Biomedical Corp. in closing an alternative public offering, allowing the company to raise $21.5 million in a private placement financing in connection with a reverse merger.
  • Represented Research Frontiers, Inc. in a $5.6 million underwritten public offering structured as a shelf registration and take down and subsequent $3.5 million underwritten direct offering to a current institutional shareholder.
  • 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 CopyTele in a series of PIPE and at-the-market offerings aggregating in excess of $15 million.
  • Counsel both hedge funds and small cap public companies in wide variety of industries in PIPE and equity line transactions with offering sizes ranging from $5-$50 million.
  • Represented provider of simulation solutions and services in PIPE and confidential market public offering transactions
  • Represented an alternative energy company in a PIPE transaction.
  • Counseled a manufacturer of woven upholstery fabrics in its initial public offering.
  • Represented a videoconferencing systems manufacturer in its initial public offering.
  • Counseled telecommunications company in its private placement (PIPE) of debt and warrants led by an investment research firm and institutional and accredited investors.
  • Represented technology company in its private placement (PIPE) of common stock and warrants.
  • Represented private equity fund in its investments in publicly traded companies
  • Tender Offers and Proxy Contests

  • Represented manufacturer and distributor of home- improvement products as an issuer in a cash tender offer.
  • Represented a director in his proxy contest to retain seat on board of directors.
  • Represented a dissident shareholder in his proxy contest for ICN Pharmaceuticals, Inc.
  • Mergers and Acquisitions

  • Represented Market Metrix, a California customer feedback-management firm, in its acquisition by Clarabridge.
  • 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 DealFlow Media, Inc. in the sale of its financial newsletter and database business to TheStreet, Inc.
  • Counsel to the acquired company in a merger of two publicly traded oil and gas companies
  • Represented consumer products company in its purchase of oral care products from overseas company.
  • Advised technology company in its sale of assets
  • Represented a21 Inc., a digital imaging company, in a reverse merger into a shell and several acquisitions of image portfolios.
  • Represented City Pro Group, a healthcare services company, in its sale to Coppermine Capital.
  • Represented developer of an electronic securities trading platform in its sale to a public company.
  • Fund Formation

  • Assisted in formation for several single purpose funds to install a solar energy system on an office building rooftop.
  • Assisted in formation of U.S. and offshore hedge funds and fund of funds.
  • Represented real estate developer in formation of $600 million real estate fund.
  • Represented sponsors in formation of investment funds to acquire specific assets or businesses.
  • Assisted Procida, a New Jersey-based financial advisory and asset management firm, in the formation of a $25 million real estate loan fund.
  • General Corporate Matters

  • Represented Unilife Corp. (NASDAQ: UNIS / ASX: UNS) in connection with its announced effort to seek strategic alternatives, culminating in a strategic collaboration with Amgen Inc. (NASDAQ: AMGN) for Unilife's wearable injectable drug delivery systems to use with Amgen's biologics and other medicines. The deal provides Unilife with investments of up to $90 million from Amgen and restructures Unilife's existing debt with OrbiMed.
  • In conjunction with energy counsel, represented Urban Greenfit Management in connection with $7.4 million of financing to install an energy retrofit project at a residential building complex, including the installation and operation of energy efficiency retrofits, a cogeneration plant and high-efficiency hot water boilers. Cash flow for repayment of the loan will occur through an Energy Services Agreement and a Power and Thermal Energy Purchase Agreement between the borrower and the building owner.
  • Represent a private investor in a joint venture with a global restaurateur to expand the brand throughout the United States.
  • Counseled distributor of medical devices in its distribution and supply arrangements with medical professional buying groups and national health plans
  • Counseled manufacturer and distributor of home furnishings in its operating agreement and services agreement with partner for back-office functions
  • Represented professional sports franchise in their negotiation of cable TV, over-the-air TV and radio rights
  • Represented FiberCity Networks, Inc. in its dark-fiber lease, collocation agreement and Internet-services agreement with Metromedia Fiber Networks and in obtaining building-access rights to provide telecommunications services in numerous commercial office buildings throughout the United States.
  • Counseled a content provider in the distribution of its programming to cable television and Internet sources.
  • Pro Bono

  • Assisted Outward Bound Center for Peacebuilding, whose mission is to challenge and inspire leaders in divided societies to work together to build peace, in its formation and obtaining 501(c)(3) status and ongoing counselling with respect to corporate governance and other matters.
  • Assisted Interfaith Food Pantry of the Oranges, Inc., a food pantry, in its formation and obtaining 501(c)(3) status and ongoing counselling with respect to corporate governance and other matters.
  • Assisted ACG Cares – New York Chapter, Inc., an organization dedicated to assisting educated young adults find their first permanent job, in its formation and obtaining 501(c)(3) status and ongoing counselling with respect to corporate governance matters.
  • Represented a number of micro-entrepreneurs in conjunction with the City Bar Justice Center's Neighborhood Entrepreneur Law Project and Start Small Think Big, spanning a wide range of organizational and contractual matters.
  • Represented a number of veterans through the Urban Justice Center's Veterans Advocacy Project.

Admissions

  • New York

Education

  • Georgetown University Law Center, J.D., magna cum laude, 1983
  • University of Pennsylvania, B.A., cum laude, 1980

Experience

  • Duane Morris LLP
    - Partner, 2003-present
  • Warshaw Burstein Cohen Schlesinger & Kuh, LLP, New York, New York
    - Of Counsel, 2000-2003
    - Partner, 1999-2000
    - Senior Associate, 1994-1998
  • FiberCity Networks, Inc. Newark, New Jersey
    - Vice President and General Counsel, 2000-2002
    - Acting Chief Operating Officer, 2001-2002
  • Shea & Gould, New York, New York
    - Associate, 1983-1994

Professional Activities

  • Association for Corporate Growth (NY Chapter)
    - Board Member, 2013-present
    - Corporate Secretary, 2017-present
    - Member of Family Office Committee
  • ACG New York Cares
    - Board Member
  • American Bar Association
    - Member, Business Law Section
  • Association of the Bar of the City of New York

Honors and Awards

  • 2017 Partner in Peace Award from Outward Bound Peacebuilding
  • Empire State Counsel Award, New York State Bar Association, 2015-2016
  • Named a 2013 Top Advisor by The New York Enterprise Report
  • Named a "Clean Tech Star" by Legal Media Group, 2013
  • Listed in New York Metro Super Lawyers, 2006, 2009-2012

Civic and Charitable Activities

  • Local Pro Bono Coordinator, New York Office, January 2008-present
  • Counsel, Outward Bound Center for Peacebuilding
  • Represented a number of micro-entrepreneurs in conjunction with the City Bar Justice Center's Neighborhood Entrepreneur Law Project and Start Small Think Big
  • Represented a number of veterans through the Urban Justice Center's Veteran's Advocacy Project

Selected Publications

Selected Speaking Engagements

  • Co-Leader, "Powerful New Role of Family Offices in Private Equity," CohnReznick's Liquidity and Capital Raising National Forum, New York, October 17, 2017
  • Panelist, Private Equity Investing Panel, CPE Event on Capital Markets, Private Equity & Cyber Security, New York, June 21, 2017
  • Panelist, "Panel: Exploring Strategic Alternatives," The Financial Executives Networking Group (FENG) and UBS Financial Services, March 15, 2017
  • Panelist, "Direct Investing/Co-investing: The Family Office Perspective," Family Office Winter Forum 2017, March 1, 2017
  • Co-Leader, "Emergence of the Family Office," Sixth Annual Liquidity and Capital Raising National Forum, October 24, 2016
  • Panelist, "Coaching to An Exit," Key Considerations in Selling a Business," sponsored by First Republic Bank, May 2016
  • Panelist, "Selling Your Business — Key Considerations," sponsored by Bernstein Global Wealth Management and the Estate Planning council of New York, January 2010
  • Speaker and "Expert in Residence," "Formation and Organizational Issues for Start-Ups" at the New Jersey Meadowlands Commission Business Accelerator, March 2010
  • 2017 Partner in Peace Award from Outward Bound Center for Peacebuilding
  • 2016 honoree for Lawyers Who Lead by Example from the New York Law Journal (awarded to attorneys with an outstanding record of providing crucial legal services to poor or nearly poor New Yorkers)
  • 2015 Empire State Counsel® honoree from the New York State Bar Association

  • Local Pro Bono Coordinator - New York office since 2009
  • Lead team of Duane Morris lawyers and staff honored with Lawyers Alliance 2015 Cornerstone Award, given annually to recognize institutions making extraordinary contributions through providing pro bono legal services to nonprofit organizations.
  • Assisted Outward Bound Center for Peacebuilding, whose mission is to challenge and inspire leaders in divided societies to work together to build peace, in its formation and obtaining 501(c)(3) status and ongoing counselling with respect to corporate governance and other matters.
  • Assisted Interfaith Food Pantry of the Oranges, Inc., a food pantry, in its formation and obtaining 501(c)(3) status and ongoing counselling with respect to corporate governance and other matters.
  • Assisted ACG Cares – New York Chapter, Inc., an organization dedicated to assisting educated young adults find their first permanent job, in its formation and obtaining 501(c)(3) status and ongoing counselling with respect to corporate governance matters.
  • Represented a number of micro-entrepreneurs in conjunction with Start Small Think Big and the City Bar Justice Center's Neighborhood Entrepreneur Law Project, spanning a wide range of organizational and contractual matters.
  • Assisted WNYC Radio, a public radio station, in a bond offering to finance its new location.