Corporate

Cohen & Gresser partners with our clients to structure and execute a wide range of domestic and cross-border corporate matters, including mergers and acquisitions, capital raising, fund formation, joint ventures and strategic alliances, corporate governance, and regulatory compliance. We have extensive experience working with public and private companies, private equity, venture capital and hedge funds and their managers, sovereigns, family offices, and investment banks.  We have particular experience in emerging markets, including Africa. Our clients operate in a variety of sectors including financial services, infrastructure, renewables, energy, healthcare, consumer products, technology, manufacturing, real property, and hospitality. We seek to develop long term relationships with our clients, and also serve as outside general counsel to a number of privately held companies.

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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.

Johannes Jonas was featured in an article by Agefi-Dow Jones in which he discusses MAC-clauses in acquisition agreements.

Paris Partners Johannes Jonas, Muriel Goldberg-Darmon, Guillaume Seligmann, and Loïc Henriot were recognized in the 2021 edition of The Best Lawyers in France. Johannes was recognized for Corporate Law; Muriel for Financial Institutions and Regulatory Practice; Guillaume for Information Technology Law and Privacy and Data Security Law; and Loïc for Criminal Defense. Lawyers named to The Best Lawyers in France were recognized by their peers in the legal industry for their professional excellence in their respective practice areas.
Jeffrey M Bronheim spoke to Bloomberg about weaknesses surrounding collateralized loan obligations (CLOs) as a result of the COVID-19 pandemic.

Jumana Rahman spoke to Law360 about the British government’s emergency loan scheme for companies affected by the nationwide lockdown resulting from the COVID-19 pandemic. Jumana commented on some of the potential problems facing banks that increase loan approvals for businesses that could ultimately fail.

Bonnie J Roe, Kwaku Andoh, and Mark Spatz have been named to Law360’s Capital Markets, Mergers & Acquisitions, and Cannabis Editorial Advisory Boards, respectively, and will offer their insight and expertise in their fields to best shape future coverage by Law360. This marks the second consecutive year of both Bonnie and Kwaku's board memberships.

Read more about Law360’s Capital Markets Editorial Advisory Board

Read more about Law360's Mergers & Acquisitions Editorial Advisory Board

Read more about Law360’s Cannabis Editorial Advisory Board

Guillaume Guérin was featured in an article by Agefi-Dow Jones in which he discusses Vallourec’s (a multinational manufacturing company) contemplated share capital reduction and consolidation of shares.

Bonnie J Roe is quoted in an article by Activist Insight about whether adding activism as a risk factor in companies' annual reports is justified.

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.
We are pleased to announce that 33 of our New York and Washington D.C.-based C&G attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also selected C&G co-founder Mark S Cohen and partners Jonathan S Abernethy and Daniel H Tabak to its list of the top 100 lawyers in the New York metropolitan area, and partner Karen H Bromberg to its list of the top 50 women lawyers in the New York metropolitan area.

Muriel Goldberg-Darmon speaks with Caroline Ruellan, President of SONJ Conseil, about the relationship between shareholder dialogue and privileged information in an interview with Forbes.

(Regards croisés entre Caroline Ruellan, Présidente de SONJ Conseil et Muriel Goldberg-Darmon.)

Bonnie J Roe has been named to Law360’s 2019 Capital Markets Editorial Advisory Board and will offer her insight and expertise in the field to best shape future coverage of the capital markets landscape.

We are pleased to announce that thirty of our New York and Washington, D.C.-based C&G attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also selected C&G co-founders Mark S Cohen and Lawrence T Gresser to its list of the top 100 lawyers in the New York metropolitan area, and partners Karen H Bromberg and Alexandra Wald as two of its top 50 women lawyers in New York. Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Fewer than five percent of all lawyers in the U.S. receive this honor.

Muriel Goldberg-Darmon speaks to L'Agefi regarding shareholder activism in France.

Muriel Goldberg-Darmon speaks to Décideurs Magazine regarding activist investment funds and minority shareholders.

C&G welcomes the attorneys who joined the firm in 2017. "We’re very fortunate to have added these exceptional lawyers in New York and Paris," said Managing Partner, Lawrence T Gresser.  "We look forward to continuing to build our transactional and disputes practices in all of our offices in 2018."
Twenty-eight of our New York and Washington D.C.-based Cohen & Gresser attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also named C&G co-founding partner Mark S Cohen to its list of the top 100 lawyers in the New York metropolitan area, and partners Karen H Bromberg and Alexandra Wald to its top 50 women lawyers in New York list. Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Fewer than five percent of all lawyers in the U.S. receive this honor.
Cohen & Gresser announces the expansion of its White Collar Defense & Regulation team in Paris. Partner Muriel Goldberg-Darmon and Guillaume Guérin will advise listed companies and their managers, investment funds, insurance companies, and financial institutions on a wide range of regulatory and compliance issues, investigations, and corporate transactions.
Twenty-two of our New York and Washington, D.C.-based attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also named C&G co-founding partners Mark S Cohen and Lawrence T Gresser to its list of the top 100 lawyers in the New York metropolitan area, and partner Karen H Bromberg to both its list of top 50 women lawyers and top 100 lawyers in the New York metropolitan area.
We are pleased to announce that twenty-two of our New York-based C&G attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Fewer than five percent of all lawyers in New York receive this honor.
We are pleased to announce that twenty-four C&G attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also named C&G co-founding partner Mark S Cohen to its list of the top 100 lawyers in the New York metropolitan area, and C&G partner Karen H Bromberg to its list of the top 50 women lawyers in the New York metropolitan area. Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Fewer than five percent of all lawyers in New York receive this honor. View all rankings

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.

Muriel Goldberg-Darmon discusses the difficulties facing companies in fulfilling their continued disclosure obligations to the market, as well as the resulting risks of potential AMF sanctions.

In this C&G Client Alert, Bonnie J Roe discusses the “good faith” need determination standard for the new Paycheck Protection Program loans.

Muriel Goldberg-Darmon discusses how the outbreak of COVID-19 impacts a company’s responsibility to comply with financial communication and reporting obligations.

Bonnie J Roe and Sophia Soejung Kim discuss the key components of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was signed into law on March 27, 2020 with the goal of offsetting some of the economic consequences of the COVID-19 pandemic.

In light of the current outbreak of COVID-19 and other critical events of 2020, Jumana Rahman and Charlotte Ritchie consider the current state of force majeure in English law, and its impact on the performance of contractual obligations.

Jumana Rahman, Dawda Jawara, and Charlotte Ritchie consider the position of the UK borrower who defaults on debt due to COVID-19.

Muriel Goldberg-Darmon explains the specific regime of navigating whistleblowing within the French financial sector through the internal procedures of financial institutions and external procedures of the French Financial Market Authority (AMF) and the French Banking Authority (ACPR).

In this C&G Client Alert, Bonnie J Roe and Cody Lipton discuss the SEC guidance issued on January 30, 2020 on the use of key performance metrics for public companies discussing their financial results and proposed amendments to certain financial reporting requirements.

Bonnie J Roe and Cody Lipton examine the SEC's proposed amendments to its definition of “accredited investor,” which add new categories of qualifying natural persons and entities able to participate in certain exempt offerings without specific disclosures or other limitations.

In an article for Forbes, Muriel Goldberg-Darmon discusses the benefits of a recent market reform in France that lowers the threshold for majority shareholders to implement a squeeze-out, as well as the increased protection for minority shareholders proposed by the Autorité des marchés financiers (AMF, the French financial markets regulator) further to this reform.

Bonnie J Roe explores how Regulation A may be the best alternative for conducting an initial coin offering in her latest article for Bloomberg Law

Muriel Goldberg-Darmon co-authors an article examining the evolving corporate and social responsibilities of activist investors.

Sharon L Barbour discusses the potential ramifications of the U.S. Supreme Court's decision in Cyan, Inc. v. Beaver Cty. Employees Ret. Fund in The CLS Blue Sky Blog, Columbia Law School’s publication on corporations and capital markets. The case addresses the question of whether state courts have subject matter jurisdiction over class actions under the Securities Act of 1933.

Karen H Bromberg discusses the increasingly prominent role of privacy and network security measures in decisions about potential strategic investments and acquisitions.

Delving into how exclusive forum charter and bylaw provisions limit certain types of shareholder litigation to the corporation’s jurisdiction of incorporation, this article outlines the potential to reduce or eliminate the cost and strategic difficulties of multijurisdictional challenges to corporate action.
Muriel Goldberg-Darmon a animé le webinaire organisé par Euronext et le Cercle des Administrateurs "Nouvel environnement de marché : Faut-il s’attendre à une recrudescence des opérations structurantes du capital ?" avec Camille Leca (Head of listing France Euronext), François Wat ( Associé Gérant/ Partner Rothschild & Co), Anne-Sophie d'Andlau  (Co-fondatrice, CIAM), Pierre Rohfritsch (Direction générale du Trésor) et Caroline Ruellan (Présidente du Cercle des Administrateurs). (Muriel Goldberg-Darmon led a webinar organized by Euronext and the Cercle des Administrateurs titled "The New Financial Market Environment: Should We Expect an Increase in Major Corporate Transactions?" that discussed the impact of new market conditions on the operations of listed companies, particularly concerning restructuring, equity investments, and public offers.)

Bonnie J Roe will participate in a panel titled "Undertaking a Private Placement Transaction" at the Practising Law Institute's "Private Placements and Hybrid Securities Offerings 2020" program.

C Evan Stewart will chair an upcoming Practising Law Institute CLE program, titled “Ethics for Corporate Lawyers: Multijurisdictional Practice and Other Current Issues 2020,” which will analyze recent legal ethics developments, potential jurisdictional challenges, and common ethical pitfalls as they relate to corporate lawyers.

Partner Bonnie J Roe moderated a panel at this year’s ABA Business Law Section Spring Meeting, entitled “Venture Exchanges:  Providing Liquidity to Small Cap Companies?” Bonnie, who also serves as the Chair of the Committee on Federal Regulation of Securities, organized the panel as well.
Partner Bonnie J Roe was featured on a panel addressing Regulation A at the “Private Placements and Hybrid Securities Offerings 2019” program hosted by the Practising Law Institute.

Muriel Goldberg-Darmon est intervenue sur le thème « Activisme actionnarial et risques d’abus de marché » lors de la conférence sur les Risques de crédits & Risques de marché, Le Mans Université.

(Muriel Goldberg-Darmon gave a presentation, titled “Shareholder Activism and Market Abuse Risks,” at Le Mans University’s Credit Risks and Financial Market Risks conference).

Muriel Goldberg-Darmon a participé à la Table Ronde sur “Quelle coopération entre les mis en cause et l’AMF ?” organisée par la Commission des sanctions de l’AMF le 3 octobre 2018. La table ronde était modérée par : Jean Gaeremynck, président de section au Conseil d’Etat, membre de la Commission des sanctions de l’AMF. Les intervenants étaients : Jean-Luc Blachon, premier vice-procureur, Parquet national financier, Sophie Bresny, chef du service des investigations de l’Autorité de la concurrence Andrew Cotterell, Head of Law, Policy & International, FCA (Financial Conduct Authority), Muriel Goldberg-Darmon Associée du cabinet  Cohen & Gresser,  Benoît de Juvigny, secrétaire général de l’AMF.

(Partner Muriel Goldberg-Darmon spoke at the AMF Enforcement Committee’s annual symposium on October 3, 2018, as the only speaker from a private law firm.  Muriel was a panelist for the second round table on “Cooperation between the respondents and the AMF during investigations or inspections and sanctions,” which was moderated by Jean Gaeremynck, State Councilor and member of the AMF Enforcement Committee.  Muriel’s fellow panelists were: Jean-Luc Blachon, First Vice-Prosecutor at the Parquet National Financier; Sophie Bresny, Head of the Inspections Unit at the Autorité de la concurrence; Andrew Cotterell, Head of Law, Policy & International at the FCA (Financial Conduct Authority); and Benoît de Juvigny, Secretary General of the AMF).

London office managing partner Jeffrey M Bronheim participated on a panel discussion entitled “New Approaches for Blending Active & Passive Investments: The Pension Perspective,” at Inside ETFs Europe on October 1, 2018. Topics of discussion included active and passive investing, particularly with respect to factor investing and the proliferation of ETFs.
Cohen & Gresser, in collaboration with SONJ Conseil, organized a breakfast discussion on “The rise of a constructive shareholder activism”, at the Cercle de l’Union Interalliée, Paris, on December 5th, 2017. The panelists were: Ahmed Guenaoui (Direction Générale du Trésor (French Treasury)), Gilles Mentré (Managing Partner, Banque Lazard), Joseph Oughourlian  (Managing Partner, Amber Capital), Caroline Ruellan (President, Sonj Conseil) and Muriel Goldberg-Darmon (Attorney at law, Partner, Cohen & Gresser). A substantial number of financial leaders were present and enriched the debate (The French stock market regulator (AMF), Euronext, AFEP, MEDEF, banks, hedge funds, public companies, etc.).
Le cabinet Cohen & Gresser, en collaboration avec SONJ Conseil, a organisé un petit-déjeuner / débat sur “L’émergence d’un activisme constructif”, le 5 décembre 2017 au Cercle de l’Union Interalliée, autour de : Ahmed Guenaoui (Direction Générale du Trésor), Gilles Mentré (Associé Gérant, Banque Lazard), Joseph Oughourlian  (Managing Partner, Amber Capital), Caroline Ruellan (Présidente, Sonj Conseil) et Muriel Goldberg-Darmon (Avocate Associée, Cohen & Gresser).
Each year, the New York State Bar Association (NYSBA) hosts its Ethics for Corporate Counsel program which covers ethical issues facing attorneys and other business entities. This year, C&G partner Daniel H Tabak will sit on the Current Issues & Best Practices panel.