Attorney Paul M. Schwinn | Business and Financial Services | Business Planning | Mergers and Acquisitions | Start Ups | Venture Capital: Law Firm, Attorneys - Maryland, Washington, DC, Virginia - Shulman Rogers|Attorney Paul M. Schwinn | Business and Financial Services | Business Planning | Mergers and Acquisitions | Start Ups | Venture Capital: Law Firm, Attorneys - Maryland, Washington, DC, Virginia

When asked about Paul Schwinn, clients most often comment on his demeanor, his responsiveness and his business-minded approach to legal issues and opportunities. A Shareholder and emerging leader at the Firm, Paul serves as Co-Chair of the Startups and Emerging Growth Companies Practice Group and is consistently recognized by leading industry publications as a Rising Star and One to Watch.

Working with clients across industries, including technology, hospitality (including restaurants), oil and gas, biotech and government contracts, Paul provides counsel to clients on a wide variety of transactions, including, among others, early and late-stage venture capital and private equity financings, buy-side and sell-side mergers and acquisitions, reorganizations, joint ventures and early-stage matters. Clients view him as an all-around business and legal advisor.

“From commercial contracts to Series A to the ultimate sale of our company to T-Mobile, Paul was instrumental throughout every step of every transaction. He takes time to truly understand your business economics, goals and desired outcomes. Best of all, his EQ and ability to read the room allows him to create win-win scenarios for all stakeholders.”

– Cherian Thomas Co-Founder & CEO, Octopus Interactive (Acq. by T-Mobile)

During his tenure as a Board member of a regional Angel Fund, Paul gained invaluable experience placing investments in multiple early-stage, high-growth companies, which has helped him play a critical role in advising clients through transactions valued in excess of one billion dollars (both sell-side acquisitions and equity financings).

“Even as a junior attorney — Paul impressed me and our Board of Directors with his professionalism and maturity. He has a unique ability to diffuse a heated situation and bring calmness and sanity back to the room – and was an incredibly valuable addition to our legal team.

The care Paul [and Scott Museles] have shown me is palpable…on a professional and personal level. More than just my attorneys, I consider them friends and would recommend them without hesitation.”

– Jeffrey Hung, uBriGene Biosciences International Co.

He also performs many of the functions of an outsourced CFO for early-stage financings, including providing detailed feedback on the offering materials (including financials) and modeling the implications of complex financing transactions on clients’ capitalization tables to understand the impact on the founders’ fully-diluted ownership.

Clients with established companies often remark on Paul’s accessibility and his ability to work effectively with their business and legal teams, driving strategic initiatives and providing key information and context to bridge gaps and move projects forward.

“It is truly hard to even imagine my company without Paul Schwinn. From capital raises to delicate situations to major business decisions, he has been a critical source of legal and strategic advice. Paul is also exceptionally easy to work with.”

– Ryan Evans, CEO, War on the Rocks

In the community, Paul volunteers his time as a mentor for entrepreneurs of both emerging growth and non-profit entities. He regularly serves as a speaker on business considerations, including the issues and process of organizing/incorporating an entity. Paul has advised and coached dozens of entrepreneurs through area organizations, including the DC Chapter of the Founder Institute and the Nonprofit Village. Paul formed, launched and continues to manage the Firm’s Associate Business Development Training Program and also serves on the Firm’s Strategic Advisory Committee.

Professional & Community Affiliations

Accipital, Principal Advisor
Maryland State Bar Association, Member
Bar Association of Montgomery County, MD, Member
Court of Appeals’ Mentoring Program
Montgomery County Bar Association Softball League, Commissioner (2017 – 2020)
Montgomery County Business Innovation Network, Mentor (2019 – present)
Nonprofit Village – Board of Directors (2018 – 2020), Finance Committee (2018 – 2020), Governance Committee (volunteer capacity 2020 – present)
Nonprofit Village’s Duck Pond – A Shark Tank for Nonprofit Organizations, Mentor and Panelist
Empowered Women International, Volunteer, Mentor (2016-present)

Results

Mergers & Acquisitions

Represented seller in a $260+ million strategic transaction involving a life sciences platform
Represented seller, a national medical conference company, in a $306 million strategic transaction, including negotiation of the Membership Purchase Agreement
Represented sellers in a $125+ million multi-site asset sale of a regional car wash platform, including negotiation of a seller note, complex ground lease structures, 1031 exchange mechanics, and SBA intercreditor arrangements
Represented seller, a national managed IT services provider, in a $90+ million strategic transaction completed through an Agreement and Plan of Merger
Represented national insurance brokerage and advisory practice in a $90+ million acquisition with earnout, including drafting the Membership Interest Purchase Agreement and managing disclosure schedules
Represented buyer in a $2 million asset purchase of a regional locksmith company
Represented purchaser in a $1.8+ million acquisition of a golf course in Frederick County, Maryland
Represented national health technology platform in a $7 million Series A-2 financing to fund a strategic acquisition
Represented private equity buyer in connection with multiple acquisitions across a national services platform
Represented buyer in a $500,000 asset acquisition, including drafting and negotiation of the Asset Purchase Agreement
Represented buyer in the acquisition of a literary talent agency, including negotiation of the Stock Purchase Agreement
Represented buyer in a $75 million acquisition of a large regional oil and gas distributor, leading a 14-lawyer diligence team reviewing 400+ contracts from 300+ providers
Represented buyer in a $650,000 asset acquisition of a machined parts and engineering company, including earnout provisions

Priced Offerings (Company)

$10 million Series A-2 Preferred Stock financing for a national entertainment technology company
$3 million Preferred Unit financing for a Washington, DC-area syndicated real estate venture fund
$7.5 million Series A Preferred Stock financing for a Maryland biotech company, including conversion to a Delaware corporation
$850,000 Preferred Unit financing for a national sports and entertainment company
$3.5 million Series B Preferred Unit financing for a Maryland leadership technology platform
$4.5 million Series A-1 Preferred Stock financing for a national sports and entertainment venue technology platform, including Delaware conversion
$10 million Series A Preferred Stock financing for a national real estate fintech company
$10 million Series B financing for a leadership development company, including conversion of $3.5 million in notes
$4 million Series B financing for an AI-driven software company
$2.4+ million Series Seed and $4.8 million Series A financings for a restaurant technology company
Represented nearly 10 restaurants in raising more than $11 million in aggregate financing
$1.5 million priced equity offering for a renewable energy company
$8+ million Series Seed financing for a technology company
$35+ million Series B financing for an aerospace and defense company

Convertible Securities Offerings (Company)

$150,000 convertible note financing under TEDCO’s Builder Fund
$1 million bridge promissory note financing for a national entertainment technology company
$3.5 million Convertible Promissory Note financing and $2.5 million Bridge Promissory Note financing for a Maryland leadership technology platform
$500,000 Convertible Promissory Note financing for a Maryland cannabis company, including regulatory consultation
$3.5 million bridge convertible promissory note financing for an AI-driven software company
$4.5 million bridge convertible note financing for a mobile technology platform, completed in connection with a C-corporation conversion
$1.5 million Convertible Promissory Note financing for an international holding company
$1.78 million Convertible Note financing for a technology company
$2 million AR-based line of credit (scalable to $10 million) for a national materials technology company, including negotiation of loan and security agreement documents and a lender warrant

Investor Representations

$150,000 Convertible Note investment in a sustainable construction products company
$885,000 investment in Series A-1 and A-2 Preferred Stock of a biotech-focused venture fund
$2.4 million Preferred Stock investment in an international textiles company
$5 million Preferred Stock investment in a robotics company
$3.5 million Preferred Unit investment in a multinational investment fund