During law school, Matthew was a member of the Hofstra Law Review.

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• Represented Royal Bank of Canada and a group of financial institutions in connection with Apollo Global Management, Inc’s acquisition of EmployBridge, the largest industrial staffing company in the United States, and Apollo’s subsequent acquisition of Hire Dynamics, a provider of commercial staffing and professional recruitment services*

*Matter handled prior to joining the firm.

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On the sponsor side, Prem counsels on flagship and strategy-specific launches; sponsor-level matters such as carry plans, general partner (GP) governance and succession, and sponsor liquidity solutions; GP-led secondary and continuation fund transactions; and bespoke commercial arrangements, including seed deals, strategic partnerships, and revenue sharing agreements. He also has significant experience with emerging managers, independent sponsors, co-investments, customized managed accounts, outsourced chief investment officer (OCIO) platforms, and Investment Advisers Act issues. Prem brings a practical, execution-oriented approach and hands on leadership to guide clients through complex matters.

On the investor side, Prem regularly represents institutional investors, sovereign wealth funds, family offices, high net worth individuals, anchor investors, and strategic limited partners (LP) in concentrated or bespoke primary investments, strategic relationships, and secondary transactions.

Prem maintains a robust pro bono practice and is actively involved in professional development and training, mentoring, knowledge management, and recruiting.

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Merrill also represents investment banking firms in connection with public offerings, private placements, sale advisory transactions, fairness opinions and other matters. He handles numerous mergers and acquisitions, licensing and distribution arrangements, joint ventures and cross-border transactions. Merrill has significant experience representing private equity and venture capital firms, both independent and those associated with commercial banks, corporations, universities and medical centers in their fund formation, investment and restructuring activities.

In addition, Merrill advises public companies on matters of corporate governance, securities filings, NYSE and NASDAQ compliance, Sarbanes-Oxley compliance and government investigations.

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• Represented Applied DNA Sciences, Inc. in its $12.0 million public offering of Units consisting of one share of common stock (or pre-funded warrants), one Series A Warrant to purchase common stock expiring on the fifth anniversary of stockholder approval and one Series B Warrant to purchase common stock expiring on the one year anniversary of stockholder approval, or pursuant to an alternative cashless exercise option, the right to receive three shares of common stock. Craig-Hallum acted as lead placement agent and Laidlaw & Company (UK) Ltd. acted as co-placement agent
• Represented Inhibikase Therapeutics, Inc. in its $5.9 million At-the-Market (“ATM”) facility. H.C. Wainwright & Co. LLC acted as sales agent
• Represented Applied DNA Sciences, Inc. in its $3.44 million registered direct offering of common stock(or prefunded warrants) with certain existing institutional investors, a concurrent private placement of unregistered warrants, and a repricing and extension of the expiration date of certain existing warrants. Maxim Group LLC acted as the exclusive placement agent for the offering
• Represented Applied DNA Sciences, Inc. in its $6.4 million At-the-Market (“ATM”) facility. Maxim Group acted as sales agent
• Represented Spine BioPharma, Inc. in its $15 million Convertible Note financing
• Represented Inhibikase Therapeutics, Inc. in its $10 million registered direct offering of common stock and pre-funded warrants and concurrent private placements of warrants and pre-funded warrants to an institutional investor. H.C. Wainwright & Co., LLC acted as the exclusive placement agent for the offering
• Represented Équilibre Biopharmaceuticals Corp. in its $6 million private placement of Series B Preferred Stock. Équilibre is a clinical stage biopharma company focused on neurological disorders, including epilepsy. Previously, represented Équilibre Biopharmaceuticals Corp. in a securities exchange offer with Graviton involving its largest shareholder
• Represented Applied DNA Sciences, Inc. in its $12 million follow-on public offering of common stock, pre-funded warrants, Series A warrants and Series B warrants. H.C. Wainwright & Co., LLC acted as the exclusive placement agent for the offering
• Represented Spine BioPharma, Inc. in a $13 millionSeries B Preferred Stock investment by Viscogliosi Bros., LLC, Cercano Management, Pacira Biosciences and others
• Represented Applied DNA Sciences, Inc. in a $4.2 million registered direct offering of common stock and pre-funded warrants and a concurrent private placement of warrants to an institutional investor placed by Roth Capital Partners*
• Represented PharmaCyte Biotech, Inc. in a $70 million registered direct offering of common stock and pre-funded warrants to institutional investors placed by HC Wainwright*
• Represented PharmaCyte Biotech, Inc. in a $15 million public offering of common stock, pre-funded warrants, and uplisting to NASDAQ underwritten by HC Wainwright*
• Represented BioXcel, LLC as selling stockholder in a $15 million exercise of underwriter’s overallotment option in connection with the $100 million follow-on public offering of BioXcel Therapeutics, Inc., a clinical-stage biopharmaceutical company, underwritten by BofA Securities*
• Represented Inhibikase Therapeutics, Inc., in a $45 million follow-on public offering of common stock underwritten by ThinkEquity*
• Represented PharmaCyte Biotech, Inc., in a $100 million S-3 Shelf Registration of Common Stock, Preferred Stock, Debt Securities, Warrants, Rights, and Units*
• Represented Spine BioPharma, LLC, in a private placement of Convertible Notes and Series A Preferred Units*
• Represented Interpace Biosciences, Inc. in a private placement of $7.5 million of Secured Notes to Ampersand Capital Partners and 1315 Capital*
• Represented Applied DNA Sciences, Inc.in a $15 million registered direct offering to a group of institutional investors placed by Roth Capital Partners*
• Represented Inhibikase Therapeutics, Inc. in its $18 million Initial Public Offering of Common Stock underwritten by ThinkEquity*

M&A and Other Transactions

• Represented Viscogliosi Brothers, LLC and and its newly formed company VB Spine LLC in its agreement to acquire the US spinal implants business of Stryker Corporation and its anticipated acquisition of Stryker’s spinal implants business in France and other international markets https://www.globenewswire.com/news-release/2025/01/28/3016759/0/en/Stryker-announces-definitive-agreement-for-the-sale-of-its-U-S-spinal-implants-business-and-plans-to-sell-related-international-business.html
• Represented SteriCUBE Holdings, Inc. in its sale to Healthpoint Capital, a private equity firm focused exclusively on musculoskeletal healthcare. The SteriCUBE Multiple Tray Sterilization System is a patented, environmentally friendly technology for simultaneous sterilization of instrument-holding trays which are utilized to organize and protect the numerous instruments required in common orthopaedic and cardiac surgeries and which eliminate the need for “blue wraps” and resultant bio-hazardous waste. After processing, the SteriCUBE® system can be rolled directly to the operating room with “surgery-ready” instruments without delay or stored up to 30 days without contamination. The SteriCUBE system delivers increased patient safety, improved productivity, and substantial cost savings to healthcare facilities
• Represented Companion Spine, a company specialized in the diagnosis and interventional and surgical treatment of spine conditions, in its term loan facility
• Represented Applied DNA Sciences, Inc., a leader in PCR-based DNA technologies, in its acquisition of Spindle Biotech Inc., a private Canadian biotech company developing next-generation RNA manufacturing technologies
• Represented Interpace Biosciences, Inc. in connection with the sale of its pharma services business, Interpace Pharma Solutions, Inc. to Flagship Biosciences, Inc.
• Represented Companion Spine and Viscogliosi Brothers, LLC in connection with its purchase of spinal assets from a global medical device company*
• Represented Interpace Biosciences, Inc. in connection with the acquisition of assets  of the BioPharma Business of Cancer Genetics, Inc. for approximately $23.5 million pursuant to a UCC Article 9 foreclosure sale and the related investment by Ampersand Capital Partners, a leading private equity firm in the diagnostic/biopharma sector, of up to $27 million of Convertible Preferred Stock of Interpace*
• Represented Viscogliosi Brothers, LLC and Centinel Spine, in connection with Centinel Spine’s acquisition of the Pro Disc spinal assets from DePuy Synthes Johnson & Johnson and the equity financing in connection therewith*
• Represented Series D investors in a restructuring and refinancing of a neuromodulation pain therapy medical device company*
• Represented a seller of assets of customer relations (CRM) solutions company for a leading technology consulting firm*
• Represented a large European distributor of branded electronics and appliance products in its entry into US markets*
• Represented an orthopedic device company in its $375 million sale to a global medical technology company in its regulatory and antitrust matters*

Matter handled prior to joining the firm.

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• UJA Federation of New York
  • King David Society
  • Campaign Steering Committee
  • Tech Committee
  • Private Equity Committee,
• Junior Achievement of New York, Board of Directors, former member
• William P. Goldman and Brothers Foundation, Inc., director and officer
• American Jewish Congress, former member
  • Executive Committee
  • National Governing Council
• American Israel Friendship League, Board of Directors, former member,
• Republican Jewish Coalition Leadership Council, member
• Skidmore College, Parents’ Council, former member
• Dwight-Englewood School, Marketing Committee, former member
• Blair Academy, Parents’ Fund Committee, former member
• Former head agent, Dartmouth College Class of 1976; former president, Dartmouth Club of Northern New Jersey
• Franklin Lakes Education Foundation, former trustee
• American Bar Association
  • Small Business Committee
  • Business Law Section
  • Subcommittee on Emerging Growth Ventures

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Todd represents public and private life sciences and biotech companies in connection with a variety of capital markets transactions, including IPOs, follow-on offerings, PIPEs, RDOs and private placements. He also handles matters involving Securities Exchange Act compliance, venture capital, corporate governance, stock exchange listing, broker-dealer matters and general corporate representation.

Todd represents hedge fund managers as well as investors, issuers and fiduciaries with digital asset matters, including Bitcoin, Ether, Tether and other proof-of-work, proof-of-stake, and stablecoin cryptocurrencies. He is particularly well-versed in the emerging regulatory framework around digital assets and in applying existing securities and commodities laws.

In addition, Todd represents issuers and borrowers in various industries with derivative transactions, including interest rate swaps and equity derivatives used for synthetic public offerings and hedging. Todd works closely with hedge funds and other asset managers on fund formation, Commodity Exchange Act registration, and the Investment Advisers Act, as well as with FinTech platforms relating to broker-dealer and other securities law issues. Todd has extensive experience representing issuers, placement agents, and investment managers with various structured finance products, including CLOs, CDOs, CMBS and credit-linked notes.

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• Represented a client with respect to $300 million CMBS financing*
• Represented a client with respect to an $8.5 billion bid to acquire a portfolio of approximately 600 shopping centers*
• Represented a client with respect to the financing of seven regional shopping centers*
• Represented a client with respect to the development of a $90 million mixed use project*
• Represented a public company client with respect to the real estate components of a multibillion dollar bankruptcy, including advising the client on lease rejection issues and negotiating and documenting a $1.5 billion exit financing facility*

*Matter handled prior to joining the firm.

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Prior to joining McDermott Will & Schulte, James trained and practiced as a senior associate at an international law firm, working on a range of investigations by the SFO, FCA, the US Department of Justice (DoJ) and a number of overseas agencies.  James also spent over two years working at a major litigation funder, focusing on consumer class actions and group claims, gaining a deep understanding of the funding industry and economics, claimant-side strategy and the funnel from regulatory investigations to civil claims.

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• Drafting an independent report into the causes of a UK retail bank’s services outage arising out of the migration of its legacy banking system*
• Acting for a ‘Big Four’ accountancy firm during an investigation by its professional regulator into its conflicts policies and procedures*

Litigation and Commercial Disputes

• Defending a large semiconductor manufacturer in a follow-on competition damages claim arising out of the European Commission’s DRAM infringement decision*
• Defending a global marketing and advertising firm in High Court litigation relating to alleged breach of warranty and fraudulent misrepresentation*
• Defending a UK magic circle law firm in a claim brought by liquidators in the context of a contentious insolvency*
• Advising a FTSE 100 company in a dispute with its joint venture partner, concluding in successful settlement via mediation*

Litigation Funding

• Working on the ‘dieselgate’ emissions group litigation against various vehicle manufacturers in relation to their use of allegedly unlawful emissions defeat devices*
• Working on the ‘interchange’ litigation against Visa and Mastercard in relation to their use of multilateral interchange fees*
• Working on a competition damages class action against a major e-commerce company in relation to its use of ‘most favoured nation’ clauses with third-party sellers on its e-commerce platform*
• Working on a number of data privacy class actions in the UK and under the Dutch WAMCA regime*

*Matter handled prior to joining the firm.

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Prior to joining McDermott Will & Schulte, Ryan was a corporate litigation associate at a prominent Delaware law firm where he represented directors and officers of Fortune 500 companies, corporations, stockholders, private equity funds, investment banks, alternative entities, and high-net-worth individuals in litigation in Delaware courts.

While in law school, Ryan interned with the Maryland Office of the Attorney General within the State Treasurer’s Office, served as the President of the Notre Dame Health Law Society and was an online editor of the Notre Dame Journal of Legislation.

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• Represented the founder of an electric truck company in expedited litigation over voting control of his shares of the company’s stock
• Represented a global executive search and placement client in responding to a subpoena it received in a Delaware appraisal action
• Assisted a Chief Executive Officer client in resolving his disputes with his former employer about the terms and conditions of his departure
• Assisted a private equity client in favorably resolving a series of governance disputes with a portfolio company’s founder and former member
• Assisted a global professional services client in responding to a subpoena it received in a major cryptocurrency bankruptcy proceeding
• Assisted an investor client in obtaining a favorable settlement of his lawsuits alleging breaches of fiduciary duties, breach of contract, and fraud against the managers of solar energy projects in which the client had invested
• Represented an investment bank client in responding to document and deposition subpoenas that it received in connection with work it performed on multibillion dollar transactions that were subject to challenge by stockholder in derivative and class action lawsuits
• Assisted corporate stockholder clients in making a Section 220 demand and obtaining corporate books and records that were used to uncover bases for allegations of wrongdoing that were resolved through a favorable settlement
• Assisted an electric car manufacturer client in settling an expedited proxy disclosure lawsuit filed against the company by a stockholder
• Assisted a private equity client in defeating a motion for injunctive relief that would have derailed a multimillion dollar transaction and obtaining dismissal of the underlying lawsuit
• Assisted in obtaining a favorable summary judgment ruling in a complex commercial dispute between owners and operators of several New Jersey hospitals*
• Assisted in obtaining dismissal of a stockholder’s complaint alleging fraud by a Fortune 500 company and successfully defended dismissal on appeal *
• Enjoined a lawsuit brought in a foreign jurisdiction against a client and was awarded attorneys’ fees*
• Represented officer and director defendants and a corporate nominal defendant in derivative litigation involving alleged breaches of fiduciary duties, including purported failure to oversee safety, and contributed to settlement of claims*

*Matter handled prior to joining the firm.

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Dan litigates cases before the US Court of Federal Claims (COFC), the US Court of Appeals for the Federal Circuit, the Government Accountability Office (GAO), and the Boards of Contract Appeals, as well as before Federal District Courts and Courts of Appeals across the country.

In addition, Dan advises clients on cost accounting matters, compliance with evolving cybersecurity requirements, identifying and resolving organizational and personal conflicts of interest, mergers and acquisitions, business restructurings and reorganizations, internal investigations, and suspension and debarment proceedings. Dan also advises clients on all aspects of compliance with Federal Grants law and with the compliance requirements applicable to projects and loan guarantees funded by the Inflation Reduction Act of 2022 and the Infrastructure Investment & Jobs Act of 2021. He also counsels clients on complying with ethics laws and regulations, including post-employment restrictions applicable to government employees.

Dan is committed to pro bono service and has argued before the US Court of Appeals for the Federal Circuit and the US Court of Appeals for Veterans Claims in several veterans’ benefits cases.

Dan clerked for the Honorable D. Brooks Smith for the US Court of Appeals for the Third Circuit and the Honorable Christine Odell Cook Miller for the US Court of Federal Claims.

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• Successfully challenged the award of the US Department of Defense’s (DoD) contract for information technology services to the Pentagon and the National Capital Region in a protest at GAO, resulting in the disqualification of the awardee and the award of the contract to the client. Dan’s team successfully defended the disqualified awardee’s subsequent protests at GAO and the COFC, as well as the awardee’s appeal to the US Court of Appeals for the Federal Circuit*
• In an agency-level protest, persuaded the contracting officer to remove an organizational conflict of interest provision that effectively excluded the client from the competition, and then successfully defended a GAO protest filed by a competitor seeking to reinstate the restrictive provision*
• Led a team that successfully challenged the award of a $60 million task order by the Centers for Medicare & Medicaid Services; after defeating the awardee’s motion to dismiss, the agency took corrective action, allowed the client to submit a revised proposal, and ultimately awarded the client the contract*
• Successfully protested a $54 million DoD award on behalf of a leading IT services company; the protest was sustained on multiple grounds, including the awardee’s organizational conflict of interest and a flawed price realism evaluation*

Disputes and Appeals

• Represented a contractor in connection with claims by the California attorney general alleging breach of a state healthcare contract, resulting in a favorable settlement of the state’s claims
• Represented a large healthcare payor and administrative services provider in appeals to the Civilian Board of Contract Appeals involving cost accounting claims by and against a government agency collectively valued at over $60 million, obtaining a favorable settlement for the client*
• Represented two Medicare services contractors in separate lawsuits before the US Court of Federal Claims regarding adjustments of previously determined pension costs under Cost Accounting Standards 413; both cases were settled favorably for the clients*
• Represented a government contractor in multiple proceedings involving the Maryland Health Insurance Exchange, including prime and subcontractor litigation in Maryland federal district court and arbitration before the American Arbitration Association*
• In arbitration before the American Arbitration Association, successfully defended a seller of a government services business against claims by the buyer for indemnification under an asset purchase agreement
• Successfully represented a nonprofit consulting firm in a civil action in the Fairfax Circuit Court, seeking injunctive relief against a business partner who sought to violate an exclusivity clause in a teaming agreement*

Investigations

• Assisted McDermott’s government investigations team in connection with allegations by a qui tam relator that a major accounting and professional services firm misrepresented its cybersecurity compliance and engaged in other violations of the False Claims Act (FCA), helping to convince the government to decline to intervene
• Represented a major federal IT services contractor in an FCA investigation conducted by the US Attorney’s Office for the Eastern District of Virginia in which the government closed its file without action*
• Represented a professional services contractor in a joint federal and state FCA investigation regarding fraud in the inducement allegations concerning a major IT development contract*
• Defended a large government contractor in FCA retaliation claims filed by a former employee in federal district court*

Grants and Other Federal Assistance

• Advised a large utility company on compliance with the US Office of Management and Budget’s “Uniform Guidance” at 2 CFR Part 200, various agency supplements to the Uniform Guidance, including the US Department of Energy’s supplement, and various statutes and executive orders applicable to federally funded construction projects, including the Davis-Bacon Act
• Advised various healthcare companies regarding compliance with federal grants law, including HHS’s supplement to the Uniform Guidance, and other statutes and regulations applicable not only to grants but also to other assistance provided under the Coronavirus Aid, Relief, and Economic Security Act of 2020

Mergers & Acquisitions (provided government contracts guidance to support due diligence, negotiation of terms and conditions, and pre- and post-closing tasks)

• Represented Prime Therapeutics in its $1.35 billion acquisition of Magellan Rx
• Represented Arcline in its acquisition of the Goodrich Hoist & Winch business of Collins Aerospace, an RTX Corporation business
• Represented KKR in is acquisition of a 50% interest in Cotiviti
• Represented Class Technologies in its acquisition of the Blackboard Collaborate business
• Represented a major IT and professional services contractor in the sale of a subsidiary performing Medicare program integrity services*
• Represented a health services company in the sale of assets associated with a Medicare benefits coordination and recovery center contract*
• Represented a large commercial healthcare insurer in the sale of a wholly owned subsidiary established to perform Medicare services*

*Matter handled prior to joining the firm.

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