Jonathan Cohen practices in the area of corporate law. Mr. Cohen has experience with advising and representing public and private company buyers and sellers in mergers, asset sale transactions, strategic acquisitions and stock sales, including advising buyers and sellers on CFIUS-related issues. He has advised boards of directors and startup clients on general corporate matters, as well as drafted and negotiated bank and venture capital financing documents and complex formation documents, including preferred charter provisions, investor rights agreements, voting agreements and registration rights agreements. Mr. Cohen has represented numerous issuers and investors in connection with private placement of securities and compliance with SEC private placement rules under Regulation D. He also has experience advising and representing casino owners, operators, lenders and vendors.

Mr. Cohen is a 2002 graduate of the Georgetown University Law Center, where he was administrative editor of the Georgetown Journal on Poverty Law and Policy, and a graduate of Georgetown University.

Areas of Practice

  • Private Equity/Venture Capital
  • Securities Law
  • Compliance and Regulatory

Representative Matters

  • Mediated a software dispute to a successful conclusion.
  • Represented the special committee of the Board of Directors of JAVELIN Mortgage Investment Corp. (NYSE: JMI) in a merger in which ARMOUR Residential REIT, Inc. (NYSE: ARR) acquired JAVELIN for $85.2 million, with its $900 million of assets, in a cash tender offer.
  • Represented Diamond Offshore Drilling, Inc. (NYSE: DO) in the $1 billion public offering of its senior notes.

Admissions

  • District of Columbia
  • Maryland

Education

  • Georgetown University Law Center, J.D., 2002
  • Georgetown University, B.S., 1995

Experience

  • Duane Morris LLP
    - Special Counsel, 2013-present
  • Saul Ewing LLP
    - Associate, 2010-2013
  • Ruben & Aronson LLP
    - Associate, 2003-2010

Professional Activities

  • Northern Virginia Technology Counsel
    - Small Business and Entrepreneur Committee
  • Mid-Atlantic Venture Association
  • Judge and Finalist Mentor, 2013 Ballston Startup Company LaunchPad Challenge
  • Judge, 2013 Maryland Incubator Company of the Year Awards

Selected Publications

  • Contributor, 2013 SEC Reporting Rules for Proxy Statements (Vintage Filings, January 2013)
  • Contributor, 2012 SEC Reporting Rules for Proxy Statements (Vintage Filings, January 2012)
  • Co-author, "SEC Provides Guidance on Cybersecurity Risks and Cyber Incidents," The Legal Intelligencer, December 2011
  • Contributor, 2011 SEC Reporting Rules for Forms 10-K, 10-Q and 8-K (Vintage Filings, January 2011)
  • Co-author, "Enhanced SIPC Protection Under the Dodd-Frank Act," June 2010

Selected Speaking Engagements

  • Presenter, Dodd-Frank Conflict Minerals Regulations, Association of Corporate Counsel, March 2012