Mergers and Acquisitions

Our corporate lawyers have deep experience in mergers and acquisitions and regularly represent buyers and sellers in negotiated acquisitions and sales of privately and publicly held companies and businesses. We have cultivated an understanding of client perspectives and goals that helps us to identify issues early in the process and devise practical solutions consistent with our clients’ business strategies.

Our attorneys regularly handle stock and asset purchases, mergers, management buyouts, leveraged acquisitions, cross-border transactions, and roll-up transactions. We also represent companies and shareholders in the purchase and sale of minority and controlling interests and counsel clients in connection with acquisition financing.

Our clients include private equity firms as well as strategic buyers and sellers. We represent clients in the consumer products, energy, entertainment, insurance, banking, financial services, computer software and technology, biotechnology, healthcare, automotive and transportation, luxury products, fashion and cosmetics, travel, telecommunications, e-commerce, retail, beverages, advertising, and print media industries. We are well versed in the markets in which our clients operate, allowing us to maintain a commercial approach that maximizes efficiency, reduces costs, and enhances deal execution. Our M&A practice in France was recently recognized in the 2016 and 2017 editions of The Legal 500 and in the 2017 edition of Chambers Europe. 

Key Contacts

All Attorneys

Regularly represent and provide strategic planning, acquisition financing, and negotiated acquisitions advice to Fortune 500 U.S. and international buyers and sellers.

Routinely negotiate purchases and divestitures by public and private companies, tender offers, joint ventures, restructurings, spin-offs, and leveraged buyouts.

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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.

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

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.

Kwaku Andoh is quoted in The Times’ Raconteur regarding the increasingly high-profile role of chief financial officers as dealmakers and salespersons during M&A transactions.

This year, three C&G attorneys were named as Law360 Editorial Advisory Board members:

Each year, Law360 selects a small group of practitioners from across the country for each of its practice areas and industries to aid in shaping the publication’s editorial content for the following year. 

C&G has been shortlisted for the International Financial Law Review’s (IFLR) 2018 Europe Awards M&A Deal of the Year for its representation of Berendsen plc, a European textile, hygiene, and safety solutions business, in its takeover by a French laundry services group, Elis. C&G advised Berendsen on aspects of the transaction relating to the French stock market. 

Dalenys, a fintech company based in France, was recently sold to Natixis for 160 million EUR. Cohen & Gresser's Paris team advised Dalenys throughout the transaction. The following French news outlets covered the story: 

Kwaku Andoh joins the firm's New York office after fourteen years at JPMorgan Chase, where he served as Managing Director & Associate General Counsel, advising on over $10 billion in investments, mergers and acquisitions, and venture capital transactions for all JPMorgan Chase lines of business worldwide.

C&G's Paris office has been recognized in the 2017 edition of The Legal 500’s Europe guide for its work in four separate areas: Mergers & Acquisitions; Employment; IT, Telecoms and the Internet; and Tax.

The firm’s French M&A practice has been recognized by Chambers & Partners in its recently released 2017 Europe guide in the Corporate/M&A: Mid-Market category. Chambers Europe also ranked Paris partner Guillaume Seligmann for TMT: Information Technology in France. Chambers' client commentary described Guillaume as "insightful, competent and efficient.”

Eiffel Investment Group, an alternative asset investor specializing in European credit and equities and a subsidiary of Cohen & Gresser client, the Impala Group, has reached a deal to acquire 100% of the ownership of Alto Invest, an independent asset management firm specializing in European small and mid-cap companies. Franck Le Mentec advised Impala on the tax aspects of the deal, while Angéline Duffour and Anna Milleret-Godet advised on the labor law aspects of the deal. 

We are pleased to announce that Cohen & Gresser's Paris office has been recognized in The Legal 500's 2016 France guide for its work in three separate practice areas:  Mergers and Acquisitions; Employment; and IT, Telecoms, and the Internet. The Legal 500 also noted Cohen & Gresser's growth in Paris over the course of 2015 in its overview of the French legal market. The Legal 500 analyzes the capabilities of law firms across the world.  Its rankings highlight "practice area teams who are providing the most cutting edge and innovative advice to corporate counsel."

Cohen & Gresser advises The Royal Bank of Scotland, Dexia Crédit Local, and Bouygues Energies & Services FM France in the sale of their equity and shareholder loans in French company Théia

National French radio station RMC recently reached out to Paris partner Johannes Jonas, and interviewed him as part of a broadcast called “Carrément Brunet”, discussing whether France is able to attract foreign investors, and keep its young talent from moving abroad. Please click here to listen to the entire broadcast. 
*Note: Broadcast is in French
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


C Evan Stewart weighs in on how combining two U.S. real estate website giants will impact competition in the online real estate advertising market. 

C&G partner Robert Gavigan weighs in on the unique compliance challenges in multinational mergers. 

The 2014 edition of Décideurs Leadership & Management du Capital Humain has ranked Cohen & Gresser partner Angéline Duffour in its In-House Agreement Negotiations and Labor Relations category. Additionally, Cohen & Gresser's Paris office has been ranked as a Quality Practice in both the Reorganizations, Social Plans, and Related Litigation and the Employment Law Aspects of M&A Operations/Due Diligence categories, respectively.

Partners Mark S Cohen and Robert J Gavigan have been selected as members of Law360’s 2014 editorial advisory boards. 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.  Mr. Cohen was named to both the Banking and the White Collar editorial advisory boards, and Mr. Gavigan was selected for the Mergers & Acquisitions editorial advisory board.        

Facebook's recent acquisition of WhatsApp has resulted in scrutiny from European regulatory bodies in regards to issues of data security. Karen H Bromberg weighs in on the importance of including privacy attorneys as part of due dilligence in the M&A process.

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

Two hot topics in client conflicts have been client affiliate conflicts and advance conflict waivers.   A recent decision in the Western District of Pennsylvania addressed the intersection of these two topics using a novel approach, construing a law firm’s advance waiver provision as an agreement that created client conflicts that would not otherwise exist.  This article discusses the decision and provides suggestions on how law firms can insulate themselves from suffering  similar unintended results.

A recent SEC no-action letter provides significant relief from SEC registration requirements for so-called "M&A brokers," involved in the purchase or sale of privately-held companies.  Although the letter does not eliminate all of the risks involved in acting as or employing an unregistered intermediary in an acquisition, it represents a step in the right direction for those wishing to lift the regulatory burden on such intermediaries.

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.

C&G partners Karen H Bromberg, chair of the firm's Privacy and Data security group, and Kwaku Andoh, former Managing Director & Associate General Counsel at JP Morgan Chase whose practice currently focuses on M&A, participated in an interactive CLE webinar on data privacy in M&A transactions.

In this two-hour LIVE Webcast, a panel of distinguished professionals and thought leaders assembled by The Knowledge Group will provide the audience with an in-depth discussion of merger and acquisition activities and will help them understand the important aspects of this significant topic. Speakers will also offer best practices in developing and implementing effective M&A strategies and ensuring compliance with applicable laws.

The panel will address best practices for corporate counsel assisting boards of directors in fulfilling their corporate governance responsibilities, including the various ethical issues that may arise in evaluating an acquisition, conducting an internal investigation or other situations.