Richard L. Cohen

Richard L. Cohen

Richard L. Cohen concentrates his practice in the areas of mergers and acquisitions, securities, corporate financing (public and private), general corporate law and business counseling. His client base includes a broad range of business entities, both public and private, including banks and insurance companies, manufacturing companies, biotechnology and technology companies, start-up entities and venture capital firms. He is a 1995 graduate of New York University School of Law and a graduate of The Wharton School of the University of Pennsylvania.

Representative Matters

· Counsel to three entities in the insurance industry in connection with their separate sales to a NYSE publicly traded company.

· Represented NYSE-listed manufacturing company in its $330 million merger with an affiliate of a private investment partnership with over $600 million in committed equity.

· Represented REIT in $90 million 144A convertible senior note offering.

· Represented Erie Indemnity Company, a NASDAQ listed company, in a $75 million tender offer for all publicly owned shares of Erie Family Life Insurance Company.

· Counsel to an affiliate of a NASDAQ-listed insurance company in its acquisition of an Iowa mutual insurance company and its subsequent demutualization.

· Represented a manufacturer of disposable foodservice and specialty chemical products in a $70 million 144A high yield senior secured floating rate note offering and a private placement of $25 million series A preferred stock and warrants.

· Represented Fortune 100 company in its sale of a chemical plant.

· Counsel to a publicly held real estate investment trust as issuer in its $50 million offering of trust preferred securities.

· Counsel to a New York Stock Exchange listed bank holding company in transactions in which other public companies assumed deposit liabilities totaling approximately $3.07 billion and purchased loan portfolios and other assets totaling approximately $1.7 billion.

· Counsel to a NASDAQ-listed insurance company in a $100 million secondary public offering of stock by a significant shareholder.

· Counsel to a New York Stock Exchange listed manufacturer in its acquisition of an Italian manufacturer of motors.

· Counsel to several emerging businesses, including online businesses, a producer of sensor technology products and a restaurant in their respective formation and other ongoing corporate matters, including fundraising, development of business plans and negotiation of contracts.

· Counsel to a leading worldwide manufacturer and distributor of specialty chemical and foam packaging products for the foodservice, insulation and packaging industries, in its $60 million, $100 million and $135 million debt offerings.

· Counsel to a privately owned biotechnology research and development company in an Investment Agreement pursuant to which a public pharmaceutical company made an equity investment.

· Counsel to a New York Stock Exchange listed bank holding company in the sale of a subsidiary and its related servicing platform to a group of independent investors who were formerly part of management.

· Counsel to a New York based financial consultant registered as a broker-dealer in a $137.5 million rights offering.

· Counsel to a NASDAQ-listed public company in an attempted spin-off initial public offering.

· Counsel to an Internet B2B provider of industrial and construction supplies in its entity structure planning, formation and consummation of a $35 million private equity placement.

· Counsel to a venture capital firm in its $6.2 million investment in a private biotechnology company.

· Counsel to the Arc of Montgomery County, a non-profit corporation, in its division into four separate non-profit corporations.

· Counsel to a NASDAQ-listed biotechnology company in the $37 million sale of its worldwide oncology diagnostics business.

Professional Activities

· Entrepreneur's Forum
- Immediate Past President and Director

Experience

· Duane Morris LLP
- Partner, 2004-present
- Associate, 1995-2003

Board Memberships

· The Arc of Montgomery County
- Past President

· MARC Advocacy Services
- Director

· Entrepreneur's Forum
- Immediate Past President and Director

Honors and Awards

· ARC of Montgomery County, 1999 President's Award

Selected Publications

· Author, "Buyer's Remorse: Reverse Breakup Fees Can Get Potential Buyers Off the Hook, But at What Cost?" Mergers & Acquisitions Supplement to The Legal Intelligencer, March 3, 2008

· Author, "Environmental Lessons for the Development of a Market-Based Community Reinvestment Act System," NYU Environmental Law Journal, 1995.

Selected Speaking Engagements

· Panelist, "Getting M&A Deals Done in Today's Market," Pennsylvania Business Brokers Association, April 18, 2008

· Panelist, "An Entrepreneur's Guide to Financial Infrastructure," The Entrepreneurs Forum of Greater Philadelphia, October 9, 2007

· Panelist, "Piercing the Corporate Veil," Pennsylvania Bar Institute, October 11, 2006

· Moderator, "How to Value Your Company and Plan your Exit," The Entrepreneurs Forum of Greater Philadelphia, January 10, 2006

· Panelist, "Drafting LLC and LLP Agreements in Pennsylvania," National Business Institute, April 2004