Private equity et capital-risque

Nous représentons des fonds de private equity et de capital-risque ainsi que des sociétés en portefeuille lors d’opérations d’achat, de cession et de financement.  Nous assistons les fonds notamment lors de leur constitution et de leurs investissements, mais également sur les questions de gouvernance liées à leur portefeuille de sociétés, ainsi que lors de la négociation et la mise en œuvre des stratégies de sortie, telles que la vente de la société, une introduction en bourse ou autre offre publique, un refinancement, ou la vente sur le marché secondaire des parts détenues par le fonds.  Nous conseillons également les fonds sur les sujets réglementaires liés à l’Advisers Act de 1940, l‘Investment Company Act de 1940, le Dodd-Frank Wall Street Reformle Consumer Protection Act et d’autres règlements financiers. Nous intervenons sur des sujets variés, notamment en ce qui concerne leurs obligations en tant qu’investisseurs dans les sociétés publiques et privées.

Par ailleurs, nous représentons des sociétés en portefeuille lors des transactions avec leurs investisseurs, et les conseillons quant à leurs stratégies de financement et de croissance, y compris en cas d’offres publiques ou privées et d’acquisitions.

Nous aidons également les start-up et les entreprises émergentes à préparer et négocier leurs premiers investissements et les conseillons aussi sur tous les aspects de leur activité. Notre culture entrepreneuriale, notre approche souple ainsi que notre bonne compréhension de l’évolution des conditions du marché nous permettent d’élaborer des solutions qui répondent aux besoins des entreprises en pleine croissance.

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Cohen & Gresser advised Sierra Nevada Corporation (SNC) and its subsidiary Deutsche Aircraft Holdings (DAH) as lead counsel in connection with an important minority equity investment in DAH. The investment comes from a joint venture formed between OHB SE, a leading European space technology corporation, and AFK Enterprise AG, a Swiss-based family office, and will propel the development of new green aviation technologies including the D328eco®, an environmentally friendly version of the acclaimed Do328 short-haul passenger aircraft manufactured by Deutsche Aircraft GmbH. With new propulsion systems, latest-generation avionics and more seats, the D328eco is anticipated to set new standards for environmentally friendly short-haul flying.

The equity stake in DAH is subject to approval from the German Government which is currently supporting development of the D328eco with a high-volume development cost loan which, supports development of clean aviation initiatives at Deutsche Aircraft. The transaction is anticipated to close during the first quarter of 2023 following regulatory approvals and other customary closing conditions. The terms of the transactions were not disclosed.

The Cohen & Gresser team was led by Jeffrey M. Bronheim and Daniel H. Mathias, with assistance from C&G associates James Mossetto and Georgia Moorhouse.

International law firm Cohen & Gresser represented Sierra Space Corporation, a commercial space company that is building and delivering the infrastructure and systems required for the future of space travel, in its record-breaking $1.4 billion Series A financing round. The private funding round represents the largest aerospace and defense capital raise in the world in 2021 and the second-largest private capital raise of all time in the aerospace and defense sector. Leading global investors including General Atlantic, Coatue, and Moore Strategic Ventures, along with private equity funds managed by firms including Black Rock and AE Industrial Partners and various family offices, all participated in the transaction. Cohen & Gresser served as counsel to our client Sierra Space on all aspects of the transaction. “We are proud of the opportunity to assist Sierra Space in this groundbreaking transaction to support the future of space travel,” said Jeffrey M. Bronheim, lead partner on the engagement for Cohen & Gresser. The Cohen & Gresser team was led by Jeffrey M. Bronheim, Bonnie J. Roe, and Daniel H. Mathias, with assistance from associates Winnifred A Lewis and Georgia Moorhouse. C&G partners Nicholas J. Kaiser (tax), Ronald F. Wick (antitrust), and David F. Lisner (litigation) provided additional support. Read Sierra Space Corporation’s press release here.
Bonnie Roe is quoted in the latest “Accounting & Compliance Alert” for Thomson Reuters about the top accounting issues that target private companies and SPACs must consider when deal-making.

Bonnie notes that the biggest issue for companies rushing to go public via SPAC (termed “De-SPACing”) is potentially having to get auditor attestation of your internal controls in your first year, depending on the status of the SPAC partner. Bonnie continues “[that] basically means that before you do the transaction you have to have started the process that would enable you to do an audit of your internal controls for the year that you were in.”

Cohen & Gresser represented Imagine Software, a leading global portfolio risk management technology company, in its sale to Francisco Partners, a global investment firm that specializes in partnering with technology and technology-enabled businesses. Francisco Partners has announced that it will combine Imagine Software with the recently acquired TradingScreen to form TS Imagine – a new dynamic end-to-end trading and portfolio management software platform that will be one of the most robust SaaS cloud-based software platforms in capital markets and investment management. The combined company will offer integrated and complete front office solutions, complementary product capabilities, best-in-class technology, global geographic coverage, and deep expertise to investment firms and financial institutions around the world. The C&G team representing Imagine Software in its sale to Francisco Partners included Lawrence T Gresser, Kwaku Andoh, Karen H Bromberg, Bonnie J Roe, Nicholas J Kaiser, Ronald F Wick, Alexandra K Theobald, and Drew S Dean. Learn more about the deal in Francisco Partners’ press release.
Cohen & Gresser LLP advised private equity firm Limerston Capital in its acquisition of Forensis Group Limited and Forensic Axis Limited (trading respectively as Forensic Access and Axiom International), specialists in forensics science services and premier providers of international institutional reform and capacity building. The combined acquisition will form the basis of a new, comprehensive international criminal justice services provider. Management and founders, led by Professor Angela Gallop, will retain a significant minority shareholding as part of the transaction and will work with Limerston Capital to expand the businesses through organic growth and strategic acquisitions. The terms of the transactions were not disclosed.
Cohen & Gresser announces the expansion of its corporate group with the appointment of Daniel H Mathias as a senior associate in the firm’s London office. Daniel has extensive experience advising on sophisticated cross-border transactions for U.S. and international clients, including private equity firms, family offices, and other alternative asset managers. He has advised investors and businesses in the healthcare, technology, industrial, and consumer sectors, among others.
In an interview with Real Deals, Graeme Bell, Head of Private Equity in C&G's London office, discussed emerging trends in the European private equity space, market uncertainties, and the challenges of increasingly popular public-to-private deals.

Cohen & Gresser advised Reliance Trust Company, a corporate fiduciary, in its $14.5 million sale of 571 Fulton Street in downtown Brooklyn to RedSky Capital. The complex deal spanned nine months and involved complicated lease issues as well as trust and estate and title issues originating in the 1930s. The sale of the property, which had been an asset in a trust for nearly 60 years, is a significant liquidity event for the beneficiaries. The property is also a key asset in RedSky Capital’s extensive redevelopment of Fulton Street. 

Partner Nicholas J Kaiser led the Cohen & Gresser team, which included Matthew V Povolny, David F Lisner, Eliza Sheridan, and paralegal Camille Delgado.

The opening of Cohen & Gresser's London office was featured in the following articles: 

Cohen & Gresser announces its continued international expansion with the launch of its London office on June 1, 2018, led by partner Jeffrey M Bronheim. The office, which will be the firm’s fifth location globally and its second in Europe, will serve clients in all aspects of the investment industry, including hedge funds, private equity and venture capital funds, investors, and management companies. It will also focus on transactional work, cross-border litigation, and investigations.

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Cohen & Gresser advised startup TellMePlus in a 4.2 million euro fundraising operation subscribed by investment funds Ventech, Runa, Soridec, Sferen Innovation (Mutuelles Macif & Matmut), XAnge, private investors, and for a non-dilutive portion, a bank. TellMePlus is an innovative startup company which offers artificial intelligence solutions called "predictive objects." These solutions predict the behavior of individuals or objects, predict trends, and identify the risks and opportunities related to these predictions
Each year, Law360 selects a small group of practitioners from across the country in each of its practice area and industry groups to aid in shaping the publication’s editorial content for the following year. This year, five C&G attorneys were named as Law360 Editorial Advisory Board Members:
- Mark S Cohen, Partner:  White Collar Advisory Board - Robert J Gavigan, Partner: Mergers & Acquisitions Advisory Board - Bonnie J Roe, Partner:  Private Equity Advisory Board - Daniel H Tabak, Partner: Legal Ethics Advisory Board - Christopher M P Jackson, Counsel: Life Sciences Advisory Board

Twice in the past month, the Federal Trade Commission (FTC) unanimously announced consent decrees that are a strong signal of the current Commission’s intent to investigate private equity transactions aggressively.

  • The consent decrees allow the private equity fund JAB Consumer Partners SCA SICAR's National Veterinary Associates to close two recent deals with some divestitures but also impose a series of strict prior notice requirements that are unprecedented in their breadth.
  • The announcements come a month after the confirmation of a fifth commissioner that gave the Democrats a 3-2 majority on the FTC.
  • As long as Democrats control the majority, private equity firms should be prepared for additional scrutiny and be cognizant of other competition issues that may impact them.
In this client alert, John Roberti, Melissa Maxman, Ronald Wick, David Lisner, and Derek Jackson discuss the potential implications of these rulings for private equity firms and offer insight into how PE firms can be more cognizant of competition and antitrust compliance issues that may pose a potential risk moving forward.  

Jeffrey Bronheim and Daniel Mathias recently authored a bylined article for Private Equity International about the opportunities and considerations of growth equity. The article discusses the upward trend that’s been seen over the last decade in growth equity as a distinct asset class, exit issues, shareholder rights and protections, and more. (Subscription Required)

In this C&G client alert, lawyers from our New York, London, and Paris offices discuss the evolution of SPAC investment in the U.S., UK, and French financial markets and provide an in-depth analysis of the position taken by the regulatory authority in each of these prominent financial hubs to help potential sponsors, investors, and target companies determine the right market for their needs.

In this client alert, Jeffrey M Bronheim, Daniel H Mathias, and James R Mossetto detail key documentation considerations in where conflicts of interest may potentially arise, and why this trend is likely to continue. This article was first published on the-drawdown.com (subscription required).

Jeffrey M Bronheim, Daniel H Mathias, and James R Mossetto discuss the impact of the COVID-19 pandemic on private equity funds, noting that investor uncertainty and the need to preserve cash may drive limited partners (“LPs”) to question their obligations to fund capital calls.

Jeffrey M Bronheim, Daniel H Mathias, and James R Mossetto discuss the impact of the COVID-19 pandemic on private equity funds, noting that investor uncertainty and the need to preserve cash may drive limited partners (“LPs”) to question their obligations to fund capital calls.

The Delaware Court of Chancery recently found that the board of Trados Incorporated did not breach its fiduciary duties in approving a merger of its company with SDL plc, even though the common stockholders received nothing, and the majority of directors approving the merger were conflicted through their relationships with the preferred stockholders. Trados is a reminder to boards to run a tight ship during the sales process.

A dissection of the standards which govern the valuation of private equity assets and the impacts of recent legal developments.

This article details the risks associated with employee share buybacks and their impact on the process of a company being sold.