Nicholas Stewart

Partner

  • Nicholas Stewart
  • Phone: +1 410 949 2910

    Import to Address Book

  • Duane Morris LLP
    1201 Wills Street, Suite 330
    Baltimore, MD 21231-3805
    USA
  • Duane Morris LLP
    901 New York Avenue N.W., Suite 700 East
    Washington, DC 20001-4795
    USA

Nicholas C. Stewart focuses his practice on fund formation and management matters. He assists various funds, including venture, growth equity, private equity and real estate funds, with respect to their formation and operation. Formation services include fund structuring and fundraising strategy, document preparation, investor negotiations and relations and related regulatory compliance. For fund management, Mr. Stewart provides counsel for general operational matters and for inflection points in the fund lifecycle, from financings and capital calls to interest transfers, fund restructurings and leadership successions. Private funds also look to him for assistance with various strategic transactions, including acquisitions and investments, follow-on financings, dispositions of investments, secondaries transactions and so on.

Mr. Stewart also represents family offices with respect to office structuring, formation of investment vehicles, review of investment opportunities, analysis and negotiation of investment documents (including side letters), and facilitation of direct investments and joint ventures with other investors. 

In addition to his fund work, Mr. Stewart serves as outside counsel for various businesses, including with respect to corporate governance matters. He also represents strategic buyers and sellers in mergers and acquisitions and works with startup companies on equity and debt financings, among other things. Mr. Stewart represents clients in an array of industries, including technology, workforce and education, healthcare, telecommunications, real estate, and food and beverage.

Prior to entering private practice, Mr. Stewart served as judicial clerk to the Hon. Glenn T. Harrell, Jr. of the Maryland Court of Appeals. Mr. Stewart is an active community member, previously serving on the Baltimore County Board of Education and the Baltimore County Workforce Development Board. Mr. Stewart also serves on the board of the Southwest Visions Foundation (a non-profit community development corporation) and as a member of the Baltimore County Committee of Maryland Inclusive Housing, Inc. (a non-profit in the disability community). Further, Mr. Stewart is the co-founder of a good governance advocacy group called We The People – Baltimore County.

Mr. Stewart is a 2010 graduate, with honors, of the George Washington University Law School, where he was on the editorial board of the Public Contract Law Journal and a J.B. and Maurice C. Shapiro public service fellow. He is also a cum laude graduate of the University of Maryland.

Representative Matters

    Fund Formation and Management

  • Represented an investment management company in its fourth fund formation, creating tax advantages and providing equity incentives to investment professionals. 

  • Represented a financial services company in the formation of a special purpose vehicle (SPV) used to raise capital from third-party investors and close on acquisitions of real estate properties. The company was also assisted with ongoing firm management issues, including succession matters.

  • Represented a mature and fully integrated real estate fund with $3 billion in assets in all its fund formations. This related to investor subscriptions and onboarding: establishing a new investor onboarding procedure, aiding in processing subscription documents, and responding to investor inquiries.

  • Represented an investment company in its ongoing formation of multiple fund vehicles. 

  • Represented a biotech company in its formation of multiple special purpose vehicles (“SPVs”), which raise capital from third parties and deploy it into early-stage companies.

  • Represented a renewable energy provider in all their stages of partnerships and fundraising capital. 

  • Represented a private fund focused on U.S. oilfield services investments in connection with its fund formation and initial closing, in which such fund is seeking up to $100 million in equity commitments.

  • Represented an emerging manager in the formation of a $20 million fund of funds focused on democratizing the private asset class.

  • Represented a venture capital firm in the formation of special purpose vehicles (SPVs), and raising and deploying capital for medtech and life science investment opportunities.

  • Represented a hedge fund in the formation of a $150 million fund with bespoke structure (e.g., investment into illiquid assets, tiered carried interest and no redemption rights).

  • Represented an emerging manager in the formation of a $200 million impact fund focused on growth equity investments in education and workforce training.

  • Represented a fully integrated real estate platform that performs multiple acquisitions per year in forming SPVs and raising capital, creating a new suite of SPV documents based on an LLC structure, and establishing a succession plan to transition leadership.

  • Represented a mature real estate fund with $3 billion in assets in establishing a new investor onboarding procedure and managing a firm team to help process subscription documents and respond to investor questions and concerns.

    • Fund Transactions

  • Represented a private equity fund in a $66.5 million add-on acquisition of a supply chain business.

  • Represented a private equity fund in the $25 million sale of an internet and telecommunications portfolio company to a PE-backed communications cooperative.

  • Represented a mezzanine fund in the restructuring of debt financing for a manufacturer of specialty liquids.

    • Corporate Governance and General Corporate

  • Represented a call center business in various corporate governance matters, including providing counsel during board meetings, drafting a compensation policy and structuring shareholder redemption.

  • Represented a decorative concrete contractor in the reorganization of its corporate structure and creation of an equity incentive plan.

  • Represented a special committee of the board of a public company in responding to shareholder demand letters, addressing accounting irregularities and improving internal controls.

  • Represented an early stage software-as-a-service workforce management company in drafting its form of customer agreement.

    • Strategic Mergers and Acquisitions

  • Represented a hospitalist group in an acquisition of a similar company to expand its regional footprint.

  • Represented a U.S. provider of hemp-derived CBD products in its $40 million sale to a public cannabis company in Canada.

  • Represented a publicly traded senior living communities provider in restructuring lease agreements and refinancing a $65 million credit facility.

  • Represented a health services company focused on chronic kidney care in Series A and B preferred stock transactions, raising $5 million and $11 million, respectively.

Admissions

  • Maryland
  • Washington, D.C.

Education

  • The George Washington University Law School, J.D., with honors, 2010
    - Editorial Board, Public Contract Law Journal
  • University of Maryland, B.A., cum laude, 2006

Experience

  • Duane Morris LLP
    - Partner, 2023-present
  • Saul Ewing LLP
    - Partner, 2022-2023
    - Counsel, 2020-2021
    - Associate, 2011-2019
  • Maryland Court of Appeals
    - Judicial Clerk to the Hon. Glenn T. Harrell, Jr., 2010-2011

Honors and Awards

  • Listed in the Baltimore Business Journal's 40 Under 40 in 2022

Professional Activities

  • Emerging Executives Roundtable, Co-Founder
  • Baltimore City Bar Association, Chair of Business Law Committee

  • Association for Corporate Growth, Member of Maryland Chapter

Civic and Charitable Activities

  • Strong Future Maryland, Advisory Council Member

  • Southwest Visions Foundation, Board Member

  • Maryland Tech Council, Mentor with Venture Mentoring Services Program

  • Lawyers’ Campaign Against Hunger, Saul Ewing’s Representative

  • Johns Hopkins Technology Ventures, Volunteer for FastForward Program

Selected Publications

Selected Speaking Engagements

  • Panelist, "Fueling the Private Markets with Private Equity and Venture Capital: Deal Structures + Opportunities," Opal Group Family Office & Private Wealth Management Forum, July 11, 2023
  • Moderator, "Middle Market Outlook,"  Markets Group’s 11th Annual Private Equity New York Forum, May 15, 2023

  • Presenter, “The Current State of M&A and How to Play,” Association of Corporate Counsel, Baltimore, November 3, 2021

  • Presenter, “ESG: What It Entails, Its Impact on Our Clients, and How We Can Help,” Saul Ewing Arnstein & Lehr LLP, Baltimore, September 17, 2021

  • Moderator, “Cannabis in Maryland and Beyond: Lessons Learned and What Lies Ahead,” Bar Association of Baltimore City, Baltimore, June 19, 2019

  • Panelist, “Same Story Different Pitch with Cyber Entrepreneurs,” 6th Annual Entrepreneur Expo Presented by TEDCO, Baltimore, November 14, 2016

  • Panelist, “Entrepreneurial Pathways,” Small Business Event hosted by Baltimore County’s Department of Economic & Workforce Development, Dundalk, Maryland, April 27, 2016

  • Panelist, “The Future of Education in Baltimore,” Mindgrub Technologies, Baltimore, March 3, 2016