Richard L. Cohen concentrates his practice in the areas of securities, mergers and acquisitions, 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 manufacturing companies, biotechnology and technology companies, telecommunications companies, banks and insurance 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.
Mergers and Acquisitions
· Represented a UK company in connection with the divestiture of its Israeli navigation-software subsidiary to a major U.S. information technology company for a reported $300 million.
· Represented Sunoco Inc. in the sale of its polypropylene business, Sunoco Chemicals Inc., to Braskem SA for $350 million.
· Represented stockholders of Topaz Pharmaceuticals, Inc. in its sale to Sanofi-Pasteur, the vaccines unit of French pharmaceutical company Sanofi-Aventis, in advance of the FDA's approval of the Pennsylvania biopharmaceutical company's new drug application for Sklice lotion, an ivermectin-based topical treatment.
· Represented a New York Stock Exchange-listed manufacturing company in its $330 million merger with an affiliate of a private investment partnership with over $600 million in committed equity.
· Counsel to three entities in the insurance industry in connection with their separate sales to a New York Stock Exchange publicly traded company.
· 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 an affiliate of a NASDAQ-listed insurance company in its acquisition of an Iowa mutual insurance company and its subsequent demutualization.
· Represented Fortune 100 company in its sale of a chemical plant.
· Counsel to a New York Stock Exchange-listed manufacturer in its acquisition of an Italian manufacturer of motors.
· Counsel to a NASDAQ-listed insurance company in a $100 million secondary public offering of stock by a significant shareholder.
· 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 New York-based financial consultant registered as a broker-dealer in a $137.5 million rights offering.
· 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 a NASDAQ-listed public company in an attempted spin-off initial public offering and to a distributor of specialty chemical and foam packaging products, distributor of oncology diagnostics products, for-profit university and professional employer organization in attempted initial public offerings.
· 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.
· Counsel to a publicly held real estate investment trust as issuer in its $50 million offering of trust preferred securities.
Emerging Business/Venture Capital
· Counsel to numerous emerging businesses, including software companies, mobile application developers, internet companies, service providers, healthcare technology companies and consumer product companies in their respective formation and other ongoing corporate matters, including financings, corporate structure and governance, negotiation of contracts and exit strategies.
· Counsel to venture capital firms in investments in technology and biotechnology companies.
· Duane Morris LLP
- Partner, 2004-present
- Associate, 1995-2003
· Entrepreneur's Forum
- Past President and Director
· Member of IT Investment Advisory Committee for Ben Franklin Technology Partners of Southeastern Pennsylvania
· The Arc Alliance
- Past President and Current Director
· MARC Advocacy Services
- Past Director
Publications and Speaking Engagements
· Co-author, "SEC Proposals for Compensation Committees and Compensation Advisers," Duane Morris Alert, April 25, 2011
· "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
· "Environmental Lessons for the Development of a Market-Based Community Reinvestment Act System," NYU Environmental Law Journal, 1995.
Selected Speaking Engagements
· Regular presenter to the Wharton Venture Initiation Program in connection with legal issues impacting early stage companies.
· Moderator, "B2B Models of Entrepreneurship," Wharton Entrepreneurship Conference, February 17, 2012
· Panelist, "Built to Last - Best Practices and Resources to Grow Your Business," Spark!, May 24, 2010
· 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