Samuel M. Duncan focuses on helping clients across the private fund ecosystem, from forming investment funds and advising sponsors to structuring and negotiating portfolio company transactions. Sam regularly advises fund sponsors on a broad range of strategies in structuring and launching funds, fundraising and operational matters. He is a trusted advisor to sponsors engaging in significant strategic transactions, including liquidity events (e.g., GP stakes transactions) and mergers and acquisitions.

Sam has deep experience counseling private equity clients on tax matters in portfolio investment transactions. He has represented clients across a range of industries in connection with critical tax matters, including complex domestic and cross-border mergers and acquisitions, structural planning and ongoing operations, financing arrangements, joint ventures, restructurings and securities offerings.


  • Advised NielsenIQ, a portfolio company of Advent International, in connection with its entry into a definitive agreement to combine with GfK SE, and the successful completion of that strategic combination.
  • Represented Kohlberg & Company and its portfolio company MarketCast in the add-on acquisition of Phoenix Marketing International.
  • Advised Gauge Capital in the recapitalization of Engine & Transmission Exchange in partnership with the founders and management of ETE.
  • Represented H.I.G. Capital in its acquisition of Pixelle Specialty Solutions, a specialty papers and sustainable packaging provider, from Lindsay Goldberg.
  • Advised Welvie in the sale to Paradigm, an accountable specialty care management organization for catastrophic and complex health care challenges.
  • Advised Parthenon Investors VII, an affiliate of Parthenon Capital, on its first and final closing with more than $4.5 billion in commitments.
  • Advised TSG Consumer Partners on the closing of its ninth fund, with $6 billion of capital commitments and exceeding its initial target of $5 billion.

Areas of Practice