Harvey Cohen is a long-standing, accomplished corporate attorney, uniquely focused on helping clients win by practically, pro-actively and efficiently assisting with their foreign dealings. With years of studies and dealings abroad, Harvey applies his global experience to address cross-border strategies and complex issues in tandem with specific product or service needs, industry situations, as well as "must haves" and "must avoids" before crafting any solution or agreement. Harvey is known for asking the hard, practical questions up front that cause ill-conceived deals to die early or that assist clients to forge alliances that are more likely to succeed and endure. He added value with this approach on a joint venture with a German consumer products company and a U.S./Chinese alternative energy producer - among other complex license, joint venture, merger/acquisition and contract manufacturing deals. His clients include 1E, Inc. (UK), The Standard Register Company, Fifth Third Bank and Toyota. Harvey engages in a corporate law practice that encompasses nearly every facet of business, including the representation of non U.S.-owned entities; software, Internet, computer, development, Cloud/ASP, hosting, B-2-B, outsourcing and high-tech agreements of all types; acquisitions and mergers; international business transactions including joint ventures, foreign subsidiaries and entities, and European, Canadian, Mexican, Latin American, Indian, and Chinese transactions; Foreign Corrupt Practices Act (FCPA), Export Control and Embargo (OFAC) issues; alliance, licensing, distribution, sales, sourcing and agency agreements; general corporate counseling; executive compensation agreements; and private equity and venture capital transactions. Harvey chairs Dinsmore's International Business Practice Group and is the Co-Chair Emeritus of ALFA® International's International Law Practice Group. He is active in the International Bar Association and frequently lectures in the U.S. and abroad on high technology, domestic and international joint ventures, mergers and acquisitions and other transactions for international organizations and business groups. Memberships & Affiliations · European-American Chamber of Commerce, President and Board Member · French American Chamber, past Board Member and Officer · ALFA® International, Co-Chair of International Law Practice Group · Winner of Ohio Exporter of the Year E-Award presented by the Governor (2009) · Leadership Cincinnati, Class XXXIII · International Bar Association: Officer, Closely Held and Growing Business Enterprises Committee; Member, Corporate Mergers and Acquisitions and Technology Committees · Greater Cincinnati Chamber of Commerce, Foreign Investment Attraction Team and International Trade Council · Ohio Commodores (Trade Promotion Organization), Governor appointed member · Southern Ohio District Export Council, Board Member · Ohio State Bar Association, Corporate Counsel Committee; International Law Committee, past Chair · Cincinnati Bar Association, International Law Committee, past Chair; Corporate and Securities Law Committee, past Vice Chair · Kentucky District Export Council, past Board Member · Northern Kentucky International Trade Association, past Board Member · University of Cincinnati College of Law, Professor, International Business Transactions · Art Academy of Cincinnati, Attorney to the Board · United Way, Neighborhood Services Field of Service, past Co-Chair, Division Leadership Council · Travelers Aid International, past President · Congregation B'nai Tzedek, President of the Board and past Treasurer · University of Cincinnati College of Law Institute for the Global Practice of Law (IGPL), Advisory Board member Distinctions · Peer Review Rated AV in Martindale-Hubbell · Listed in The Best Lawyers of America® · Recommended for Mergers, Acquisitions and Buyouts by The Legal 500 United States · Selected for the Ohio Super Lawyers® List, 2007, 2008 Experience Licensed Manufacturer and Distribution
Large Private Manufacturers
Licensing Indian Company to manufacture and sell products to the client and to end users in a Territory Main Frame Outsource
Manufacturing Company
Main frame outsource Joint Venture
The Procter & Gamble Company
Joint venture Liability Analysis and Insurance Solutions for Foreign Manufacturers and Technology Licensors
Foreign Manufacturers/Foreign Licensors
Evaluation of product liability, then insurance and other solutions for foreign manufacturers and technology licensors Mergers and Acquisitions
The Standard Register Company
Mergers and acquisitions Organization of Multiple Software and Technology Start Ups, Venture Capital and Private Equity
Multiple Software and Technology Start Ups
Organization of Multiple Software and Technology Start Ups, Venture Capital and Private Equity Outsource of Manufacturing and Distribution of Bikes and Sporting Goods
Sporting Goods Manufacturer
Outsource of manufacturing and distribution of bikes and sporting goods Mergers and Acquisitions
The Standard Register Company
Mergers and acquisitions Multiple Acquisitions of Banks, Bank Holding Companies and Branches
Large Publicly-Held Bank Holding Company
Multiple acquisitions of banks, holding companies and branches Joint Venture
Lubricant Oils Manufacturer
China joint venture Indian Services and Sales Agreements
Manufacturing Company
Indian services and sales agreements Information Technology Outsource (ITO)
Manufacturing Company
Information Technology Outsource (ITO) Inbound (FDI) Merger and Acquisition Purchases of U.S. Company, Creating Cross Border Equity Joint Ventures
French and British Technology Companies
Inbound (FDI) Merger and Acquisition Purchases of U.S. Company, Creating Cross Border Equity Joint Ventures Inbound U.S. Intellectual Property and Trademarks Registration and
Transactional Advice
Indian Companies Inbound U.S. Intellectual Property and Trademarks Registration and Transactional Advice Initial Public Offering
LCA-Vision Inc.
$55,000,000 initial public offering for lasik vision correction center operator Joint Venture
Private Manufacturer of Paint Applicators
German joint venture Joint Venture
Manufacturing Company
Australian, Mexican and New Zealand joint ventures Intellectual Property Projects
Large Private European Companies Establishing US Subsidiaries
Intellectual property projects for inbound non-US, typically European, companies Intellectual Property, Trademark, Patent and Know-How Licenses, Cross Licenses and Alliance Agreements
Multiple Clients
Intellectual property, trademark, patent and know-how licenses, cross licenses and alliance agreements Server Farm Outsource
Manufacturing Company
Server farm outsource Stock Sale for Cash
The Buschman Company Sale of Subsidiary Company
Huffy Corporation
Sale of subsidiary company Secondary Public Stock Offering
LCA-Vision Inc.
$70,000,000 secondary public stock offering for lasik vision correction center operator Strategic Alliance
SMARTworks.com
Strategic alliance with Print Cafe, an on-line digital printing services provider University Advanced Research Agreements
Automotive Manufacturer
University advanced research agreements Venture Capital Equity Transaction Combuster Technology Company
Venture capital equity transaction Supply Chain Research and Development, Confidentiality and Non-Dislosure Agreements in Asia
Public Medical Related Company
Supply chain research and development, confidentiality and non-disclosure agreements in Taiwan, China, Singapore and Asia generally Tax Free, Stock for Stock "Merger Conversion"
Large Publicly-Held Bank Holding Company
$50,000,000 tax free, stock for stock "merger conversion" for large publicly-held bank holding company Sale of Executive Outplacement Company
Baldwin Company
Sale of executive outplacement company Permanent Establishment, Transfer Pricing, International Tax, Tax Treaty Analysis and Personal International Income Tax
Large Private European Companies
Permanent Establishment, Transfer Pricing, International Tax, Tax Treaty Analysis and Personal International Income Tax Publications June 3, 2011, Five Quick Facts About ATA Carnets June 3, 2011, Preparing for the U.K. Bribery Act March 29, 2011, Cases to Test Who is a "Foreign Official" for the Purposes of the FCPA March 29, 2011, Five Quick Facts About Incoterms 2010 March 29, 2011, Top 10 Issues When Considering a Joint Venture October 2010, "Select Few Key Issues to Address to Avoid JV Failures" October 2009, "FCPA Compliance Program" July 16, 2009, "IT Contracting Tips and Considerations" October 14, 2008, "Anglo-Saxon clauses in civil law corporate sale and purchase agreements: do they work?" - International Bar Association - Panelist July 25, 2008, The Globalized Lawyer: Secrets to Managing Outsourcing, Joint Ventures and Other Cross-Border Transactions - Harvey Cohen quoted throughout May 6, 2008, Federal Court Finds European Manufacturer's Practices and Forms Prevent Jurisdiction in Ohio February 13, 2008, Mergers & Acquisitions in China PPT: Creating Sustainable Value - Includes Photos from Seminar January 15, 2008, Doing Business in Mexico November 16, 2007, Dinsmore & Shohl's Harvey Jay Cohen named President of the European American Chamber of Commerce - of Greater Cincinnati November 14, 2007, Checklist for Preparation of International Distributor and Sales Representative Agreements November 14, 2007, Checklist for International Expansion Presentations October 2, 2009, "Operating Domestically and Internationally: Best Practices for Global Sourcing," OSBA Corporate Counsel Institute March 12, 2008, "Operating in Europe: Legal & Business Considerations," EACC Cincinnati Chapter - Blue Ash, Ohio - Speaker October 16, 2008, "Show me the money - financing private companies with venture capital" - International Bar Association - Speaker October 15, 2008, "Clauses in Corporate Sale and Purchase Agreements," International Bar Association November 1, 2007, Harvey Jay Cohen - Presentations September 20, 2007, "M&A: Key Terms' Pitfalls and Roadblocks," Association of Corporate Counsel, Cincinnati Chapter |