Private Equity and Venture Capital

We represent private equity and venture capital firms and portfolio companies in financing and acquisition transactions.  Our services to funds and their managers include: fund formation; assistance with initial and follow-on investments; corporate governance issues for portfolio companies; and the negotiation and implementation of various exit strategies, such as the sale of the company, an IPO or other public offering, a private refinancing, or the secondary sale of the fund’s investment interest.  We counsel funds and their managers with respect to regulatory matters under the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Financial Services and Markets Act (UK) and the Alternative Investment Fund Managers Directive (EU), and other financial regulations.  We also advise funds and their managers in their various activities and obligations as investors in public and private companies.

We assist managers, funds, and their portfolio companies in transactions with investors and co-investors, and in their strategies for financing and growth, including acquisitions, distressed debt transactions, and public and private offerings.

We also help startup and emerging companies prepare for and negotiate initial rounds of investment and provide advice on all aspects of their business.  Our entrepreneurial culture, flexible approach, and understanding of evolving market terms enable us to craft solutions that will meet the needs of growing companies.

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Represented venture fund in connection with venture investments in an existing portfolio company in the manufacturing and consumer product space and in connection with the fund’s ongoing relationship with its portfolio company.

Advised founding member of an early stage company in connection with an angel financing of a state-of-the-art health and wellness business.

Represented a healthcare appliance manufacturer in a $40 million secured financing for the acquisition of a product line from a Fortune 50 manufacturer.

Represented a health care appliance manufacturer in a $75 million syndicated financing with secured credit facilities in the United States, the Far East, and Europe.

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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 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

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 (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.