Jay G. Cohen
Partner
Duane Morris LLP
111 South Calvert Street, Suite 2000
Baltimore, MD 21202-6114
USA
Phone: +1 410 949 2911
Fax: +1 410 949 2950
Email: jgcohen@duanemorris.com

Jay G. Cohen has more than 20 years' experience representing venture capital and private equity funds in connection with their fund formation, portfolio company investments, and exit transactions. He has represented clients in more than 50 venture capital and private equity investments. Mr. Cohen also actively represents early and later stage companies in connection with their funding and expansion requirements, in addition to their day-to-day operational needs. Mr. Cohen also represents buyers and sellers in connection with their mergers and acquisitions activities, both domestically and internationally.

Mr. Cohen has represented companies in the retail and fashion industries. He also represents companies in connection with their domestic and international transactions, including joint ventures, licenses/technology transfers, and financings.

From 1997 through the present, Mr. Cohen has traveled to Seoul, Korea more than 75 times, representing Korean banks, non-bank financial institutions, corporations, and governmental entities. He also counsels U.S. and foreign entities in connection with their Korean transactions.

In addition, Mr. Cohen also represents private equity funds in connection with their investments in the Persian Gulf and the Middle East. He also has represented companies in connection with their Canadian ventures and acquisitions.

Admitted to practice in Maryland and the District of Columbia, Mr. Cohen is a graduate, with honors, of George Washington University Law School, where he was a member of the George Washington Law Review, and a magna cum laude graduate of the State University of New York at Albany.

Areas of Practice

• Corporate Law
• Securities Law
• Venture Capital/Private Equity Law
• Mergers & Acquisitions Law
• Fashion and Retail Industry Law

Representative Matters

• Represented a French CAC 40 company in connection with the sale of its wind-to-energy subsidiary for $81 million.
• Represented a corporation, based and operating in Kabul, Afghanistan, in a dispute against a U.S. government agency, in which the agency reversed its initial adverse determination and concluded that our client was eligible to continue to receive U.S. government funding.
• Represented Grotech Capital Group in connection with its acquisition of Steak-Umms from Ore-Ida, an H.J. Heinz Co. subsidiary.
• Represented Grotech Capital Group in connection with its acquisition of Lloyds Barbeque Ribs from Bongrain Soporand.
• Represented Grotech Capital Group in connection with its acquisition of A&W Restaurants from A. Taubman.
• Represented Korean-U.S. technology joint venture operating in Korea in connection with the drafting and negotiation of licensing agreements.
• Represented global third-party management company in a venture with Samsung C&T to move the U.S. Army from Seoul to Pyongtaek, South Korea.
• Represented hedge fund in connection with its offshore fund formation strategy and execution.
• Represented private equity fund in connection with the formation of its feeder funds in the Cayman Islands.
• Represented credit-card-processing company in connection with its sale to private equity fund.
• Represented POSHGLAM LLC, a website that focuses on emerging luxury brands and new designers, in connection with its early-stage private placement of convertible debt.
• Represented Pique, LLC, a shoe technology company, in connection with its initial convertible-debt offering and license and distribution agreements.
• Represented Bambeco LLC, an online retailer of environmentally friendly products, in connection with its early-stage financing and distribution and supplier agreements.
• Represented executives of aSmallWorld Inc. in connection with financing transactions involving aSmallWorld Inc.
• Represented restaurant entrepreneurs in connection with the drafting and negotiation of a license agreement with a Hollywood actor for the build-out, design and operation of company-owned restaurants.
• Represented private equity fund in connection with its formation of a joint venture to bid for U.S. government contracts in Afghanistan.
• Represented mobile microfinance start-up company in connection with its joint-venture operations in Malawi and other African countries to own and operate mobile microfinance networks.
• Represented venture capital fund in connection with the negotiation and settlement of breach of representations and warranties claims arising in connection with the sale of a portfolio company.
• Represented early-stage orthopaedic device design and distribution company in connection with its formation, operations, and A and B rounds of financing.
• Represented a media company focused on ocular health care in connection with drafting and negotiation of license and distribution agreements and the resolution of disputes in Canada.
• Represented Korean private equity fund in connection with the resolution of misrepresentation claims against its partner in a German mixed-use construction project.
• Represented early-stage spine medical device company in connection with the drafting and negotiation of a license agreement with the Johns Hopkins University. Advised company regarding its organization and fundraising activities.
• Represented Swiss company controlled by Patrick Liotard-Vogt and other investors in connection with its acquisition of Bob and Harvey Weinstein's equity interest in aSmallWorld Inc.
• Represented the Estate of Phillip Merrill in the tax-free split-off of a controlled subsidiary pursuant to Section 355 of the Internal Revenue Code.
• Represented Lee's Ice Cream in connection with its license and distribution agreements and sale of the company.
• Represented Hyundai Petrochemical Corp. in its sale to a consortium of LG Chemical and Honam Chemical for US$1.6 billion.
• Represented a private equity client in its acquisition of a Qatari company.
• Represented Public Insight LLP, a provider of regulatory and public policy due diligence, research and risk-management services, in a joint venture in Australia with Photon Group Limited.
• Represented Townsend Capital LLC in its acquisition of a lighting-control company based in Toronto, Canada.
• Represented Atlantic Industrial, Inc., in connection with the negotiation and drafting of a $100 million credit facility with Wachovia Bank.
• Represented HydroGen Corp. in marketing and distribution arrangement with Samsung Corp.
• Represented Case New Holland in its manufacturing venture with Hyundai Heavy Industries.
• Represented McLean, Va. based private equity fund in connection with the formation of its $60 million fund.
• Represented Korea Exchange Bank in connection with its sale to Lone Star Funds for US$1.3 billion.
• Represented RH Cement (formerly Halla Cement), in its issuance of $220 million in increasing-rate senior secured notes, $25 million in increasing-rate subordinated secured notes, and $50 million in Korean-Won-denominated increasing-rate senior bonds.
• Represented 21st Century Telecom Group, Inc. in its issuance of $200 million in 12-1/4 percent senior discount notes and 50,000 units of 13-3/4 percent senior cumulative exchangeable preferred stock and warrants to purchase 438,870 shares of common stock.
• Represented Arundel Corp. in its sale to Florida Rock Industries.
• Represented London Fog in connection with its sale to Merrill Lynch Capital Partners.

Professional Activities

• American Bar Association
  - M&A Market Trends Subcommittee of the Committee on Negotiated Acquisitions
  - 2007-2008 Private Target Deal Points Survey
• Maryland Bar Association
• Coach for companies engaging in the Mid-Atlantic Venture Association's Capital Connections
• Greater Baltimore Committee LEADERship Program Class of 2008
• Assisted Woodrow Wilson Center for International Scholars in connection with various fundraising efforts totaling in excess of $500,000
• Informal advisor to Meridian International Center, Washington, D.C.

Admissions

• Maryland
• District of Columbia

Education

• George Washington University Law School, J.D., with honors, 1986
  - Member, George Washington Law Review, 1984-1986
• State University of New York at Albany, B.A., magna cum laude, 1981

Experience

• Duane Morris LLP
  - Partner, 2006-present
• DLA Piper US LLP, Baltimore, Maryland
  - Partner, 2005- 2006
• Akin Gump LLP, Washington, D.C.
  - Partner, 2000-2005
• Brown & Wood LLP, Washington, D.C.
  - Partner, 1998-2000
• Piper & Marbury, Baltimore, Maryland
  - Partner, 1996-1998
  - Associate, 1992-1996

Honors and Awards

• Listed in Best Lawyers, Washington-Baltimore Edition–Venture Capital, 2013
• Listed in Chambers USA: America's Leading Lawyers for Business, 2010, 2011, 2012 and 2013
• Listed in Smart CEO's Leading Lawyers, 2011
• Listed in The Best Lawyers in America, 2012