Judd Cohen is a Partner at MSF and Chair of the firm’s Corporate Group. Mr. Cohen is an experienced business and transactional lawyer specializing in mergers and acquisitions, corporate finance, commercial transactions and general corporate matters. He counsels clients in a variety of industries on a wide range of matters and at all stages of development from start-up through exit and serves as “outside general counsel” to many of his clients.
Mr. Cohen’s more than 20 years of experience includes the formation and structuring of corporations, limited liability companies, partnerships and joint ventures, equity and debt financings, protection and commercialization of intellectual property rights, employment and related issues and agreements, and a variety of other transactional and commercial matters and agreements.
Brooklyn Law School. J.D.
Southern District of New York
Eastern District of New York
Sale of all of the shares of a privately held software development company for cash and an earnout to a leading provider of global software outsourcing services. In connection with and prior to the closing, the seller and the company entered into a reorganization through a contribution of the stock of the company such that the company became a wholly-owned subsidiary of the seller.
Represented the principals of a laser welding, sealing and cutting company in the sale and contribution of all of the issued and outstanding membership interest in the company to a private equity purchaser for cash, a promissory note, equity and rollover tax deferred equity.
Represented an offense-oriented cyber security techniques and technology company in the sale of stock for equity and cash to a global leader in defense-oriented cyber security after review by The Committee on Foreign Investment in the United States (CFIUS).
Representation of an international financial technology company in, among other transactions, the following:
- Acquisition of the shares of a financial technology solution company with international offices in the U.S., UK, Singapore and Hong Kong for cash and units of a Cayman holding company issued to certain sellers. Immediately prior to the acquisition, the target company redeemed certain preferred shares held by various individuals;
- Acquisition of substantially all of the assets of a financial technology and data solution company, as well as the subsequent disposition of the resultant financial data business division in a sale of assets for cash and preferred equity in a related roll-up by a third-party purchase;
- Acquisition of (i) the assets of a division of a UK public company and certain of its affiliates, and (ii) the equity of a two subsidiaries of the UK public company. The target companies had operations in the U.S., UK, France, Japan and South Africa;
- Joint venture with a blockchain based technology company. Our client contributed certain of its intellectual property and the venture partner developed and provided certain of its blockchain technology to a newly-formed Delaware limited liability company;
- Acquisition of all of the issued and outstanding stock of a target financial technology company; and
- Contribution by a target company of certain assets and liabilities to a newly formed Delaware limited liability company and the subsequent acquisition of the membership interests of the Delaware limited liability company.
Represented the operating members and majority owners of a real estate technology and information company in, among other transactions, the following:
- The sale of a majority of the membership interest in the company to a private equity fund and in the subsequent negotiation and execution of an amended operating agreement pursuant to which the selling members possessed certain redemption rights; and
- Recapitalization of the company pursuant to which the individual members took a majority position in the company from the private equity investor.
Represented the members of a pharmaceutical marketing, promotion and consulting company in the sale of all of the membership interest of their company to the private equity arm of a public pharmaceutical company, in the formation of a management incentive program in connection with the sale and in the subsequent provision of transition services by an affiliate of the target company.
Represented a healthcare technology company in the formation and initial and second round of equity financing by two different private equity funds.
Represented an entertainment business management and tax consultation and preparation firm in the sale of its business to a top 100 US accounting firm pursuant to a Contribution and Practice Assumption Agreement.
Represented a private equity fund in the acquisition of the assets of a distressed clothing brand and catalogue company based in Florida and in the provision of transition services by the target post-closing.
Represented a private equity fund in the acquisition of the assets of a distressed tool and parts wholesaler based in New York and in the provision of transition services by the target post-closing.
Represented a textile and brand company in the acquisition of the assets of another textile and brand company and the assumption of the target’s factoring relationship.
“Starting Up and Lawyering Up in Brooklyn,” CUBE, Brooklyn Law School (October, 2015)
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