Michael D. Schwamm

Partner

  • Michael D. Schwamm
  • Phone: +1 212 692 1054
    Fax: +1 212 208 4451

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

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 provides 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

Michael D. Schwamm represents public and private entities in the cannabis industry in all aspects of their business affairs. His practice includes mergers and acquisitions, angel and venture capital financing and other capital formation transactions, as well as providing general corporate counseling. Within the cannabis sector, Mr. Schwamm advises companies of all sizes, including startups, venture-backed companies, privately held businesses and public companies, in all aspects of their business affairs.  In particular, he has worked on two of the larger cross-border public company mergers and well as industry roll-ups.  He also provides services to venture capital and private equity funds and angel investors as well as high net worth individuals and family offices, in connection with fund formation and investment. Mr. Schwamm has moderated or participated on a number of panels focusing on investing in cannabis.

Representative Matters

    Private Equity / Mergers & Acquisitions

  • Represented iAnthus Capital Holdings, Inc. as U.S. counsel in connection with its all-stock merger with MPX Bioceutical Corp., offering equity consideration to MPX shareholders valued at $1.6 billion, representing the first “public to public” merger in U.S. cannabis history.
  • Represented Cannex Capital Holdings, Inc., a large-scale cannabis cultivator and manufacturer, as U.S. counsel in connection with its merger with cannabis company 4Front Holdings LLC to form 4Front Ventures Corp. (CSE: FFNT).
  • Represented Glass House Group, a vertically-integrated supplier and branding company for cannabis products based in California, in its acquisition of F/ELD Taste Matters, a Los Angeles-based cannabis concentrates manufacturer.
  • Represented S-Network Global Indexes, Inc., a New York-based leading publisher and developer of over 300 proprietary and custom indexes, in its sale of all of its stock to Alerian, a Dallas-based information services company and index provider.
  • Represented Thesys Group, Inc., the operator of the SEC’s MIDAS system, in the sale of its assets and novation of the SEC contract to MayStreet.

  • 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.
  • Represented Newport Credentialing Solutions, a provider of cloud-based, workflow and analytics software, and cloud-enabled services dedicated to the credentialing lifecycle, in its sale to TractManager, an Arsenal Capital Partners portfolio company.
  • 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 City Pro Group, a healthcare services company focused on early intervention, in its sale to Coppermine Capital, a single family office.

  • Represented Intermarket Communications, Inc., a New York strategic communications consultancy, in its sale to Lansons Communications LLP, a leading London independent reputation management consultancy, to form an entity (Lansons Intermarket).
  • Represented Rodkin Cardinale Consulting Engineering, P.C., an engineering and architecture firm, in its sale to Skyline Engineering LLC[, in a deal involving a complex structure due to partial SBA financing.

  • Represented the Estate of Nicholas Roselli in its sale of partnership interest in Civetta Cousins, a New York-based construction and engineering company.

  • 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 CapX Partners in an $11 million sale-leaseback transaction with 21st Century Oncology.
  • Venture Capital

  • Represented Kinta Artificial Intelligence, an automated workflow management company, in its formation and seed stage convertible note financing.

  • Represented Brightline.TV, a leader in the market for interactive advertising for connected TV (delivery of TV content via the Internet), in a private placement of convertible notes.
  • Represented The Withers Winery in the preparation of its operating agreement and early-stage financing.

  • Capital Markets

  • Represented Unilife Corp. (NASDAQ: UNIS / ASX: UNS) in connection with a $7.9 million PIPE transaction with an institutional investor as part of its effort to seek strategic alternatives.
  • 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 GSE Systems, provider of simulation solutions and services, in PIPE and confidential market public offering transactions.
  • General Corporate Matters

  • Counseled medical device distributor of in its distribution and supply arrangements with medical professional buying groups and national health plans.
  • Currently representing TargetSmart Communications LLC, a political data analytics and consulting company, and its affiliates in negotiation of operating, shareholder buyout, reseller and data license agreements.

  • 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.
  • 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.
  • 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

Board Memberships

  • Advisory Board for the Cannabis Dealmakers Summit, 2019

Honors and Awards

  • Named to the National Law Journal’s list of Cannabis Law Trailblazers, 2020
  • 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

  • Speaker, "Cannabis/Hemp Leadership Series," Alliant and Duane Morris Webinar, September 1, 2020
  • Moderator, "Cannabis 305: Tax Strategies - Building the Strongest Tax Toolbox for Cannabis Businesses," Duane Morris Cannabis Webinar Series, July 29, 2020
  • Speaker, "Cannabis Industry Update: Moving Out of Disruption and Planning for the New Normal," EVOLUTION20 | Armanino, Virtual Conference, July 22, 2020
  • Speaker, "Cannabis 304: Investing in Cannabis in the COVID-19 Era," Duane Morris Cannabis Webinar Series, July 8, 2020
  • Speaker, "COVID-19's Impact on Family Office Direct Investing," Association For Corporate Growth, June 15, 2020
  • Speaker, "Lawyering in Cannabis," The Ohio State University Moritz College of Law, Columbus, Ohio, March 18, 2020
  • Speaker, "Cannabis Regulation and Quality Assurance," Seneca College, Toronto, Ontario, Canada, January 21, 2020
  • Speaker, "Investing in "Alternative" Alternative Investments: Cannabis & Theater," EisnerAmper 11th Annual Private Wealth & Family Office Summit, New World Stages, New York, October 29, 2019
  • Speaker, "Opportunities in Cannabis and Hemp – Do's and Don'ts in Cannabis and Hemp Investing," Financial Executives International, New York, October 17, 2019
  • Panelist, "Family Business / Family Office" Session, David N. Deutsch & Company, Saratoga Conference ("Camp David"), August 16, 2019

  • Moderator, "Investing in the Cannabis Industry," Opal Group Family Office & Private Wealth Management Forum, Newport, Rhode Island, July 23, 2019

  • Presenter, "The Budding Insurance Market for Cannabis," Practising Law Institute Webinar, July 25, 2019

  • Presenter, "Cannabis 203: Investing in Cannabis," Duane Morris Cannabis Webinar Series, July 18, 2019

  • Panelist, "Active Cannabis Investors Roundtable Discussion on Investments in Cannabis," Cannabis Dealmakers Summit, San Diego, April 18, 2019

  • Speaker, "Joining the Green Rush - Innovative Strategies for Deal Making ," Capital Roundtable: Cannabis, New York City, March 7, 2019

  • Speaker, "Is Direct Investing Right For Your Family?" EisnerAmper Private Wealth & Family Office Summit, New York City, November 14, 2018

  • Panelist, "Investing in the Cannabis Industry," Family Office & Private Wealth Management Forum West, Napa, California, October 25, 2018

  • Presenter, "Cannabis 105: Investing in Cannabis," The Duane Morris Cannabis Webinar Series, May 15, 2018

  • Panelist, "How to Access the Best Managers via GP-Co Investments or Direct Investment Structures," Opal Family Office Winter Forum, New York, March 1, 2018

  • 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, "Direct Investing/Co-investing: The Family Office Perspective," Family Office Winter Forum 2017, March 1, 2017
  • Panelist, "Panel: Exploring Strategic Alternatives," The Financial Executives Networking Group (FENG) and UBS Financial Services, March 15, 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.