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About Jay Gordon Cohen

Jay Gordon Cohen is a lawyer practicing corporate and business law, securities law, venture capital/private equity law and 2 other areas of law. Jay Gordon received a B.A. degree from State University of New York at Albany in 1981, and has been licensed for 39 years. Jay Gordon practices in Baltimore, MD.

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Services

Areas of Law

  • Business Law 1
    • Corporate and Business Law
  • Securities 1
    • Securities Law
  • Investments 1
    • Venture Capital/Private Equity Law
  • Mergers, Acquisitions and Divestitures 1
    • Mergers & Acquisitions Law
  • Other 1
    • Fashion and Retail Industry Law

Practice Details

  • Representative Cases & Transactions
    Cases
    Representative Matters
    Represented Popeyes Louisiana Kitchen, Inc. in connection with the purchase from the founding family of Popeyes for $43 million of the recipes
    formulas for Popeyes' core products. Represented several Korean agricultural cooperatives in connection with the bidding for agricultural products from Adecoagro S.A., the largest producer of produce in Argentina
    a large producer of ethanol in Brasil. Adecoagro is the largest owner of agricultural l
    in Argentina. Represented Bambeco, Inc. in connection with its $4.5 million round of Series A venture capital financing. Represented a French CAC 40 company in connection with the sale of its wind-to-energy subsidiary for $81 million. Represented a corporation, based
    operating in Kabul, Afghanistan, in a dispute against a U.S. government agency, in which the agency reversed its initial adverse determination
    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 Sopor
    . 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
    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
    execution. Represented private equity fund in connection with the formation of its feeder funds in the Cayman Isl
    s. Represented credit-card-processing company in connection with its sale to private equity fund. Represented POSHGLAM LLC, a website that focuses on emerging luxury br
    s
    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
    license
    distribution agreements. Represented Bambeco LLC, an online retailer of environmentally friendly products, in connection with its early-stage financing
    distribution
    supplier agreements. Represented executives of aSmallWorld Inc. in connection with financing transactions involving aSmallWorld Inc. Represented restaurant entrepreneurs in connection with the drafting
    negotiation of a license agreement with a Hollywood actor for the build-out, design
    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
    other African countries to own
    operate mobile microfinance networks. Represented venture capital fund in connection with the negotiation
    settlement of breach of representations
    warranties claims arising in connection with the sale of a portfolio company. Represented early-stage orthopedic device design
    distribution company in connection with its formation, operations,
    A
    B rounds of financing. Represented a media company focused on ocular health care in connection with drafting
    negotiation of license
    distribution agreements
    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
    negotiation of a license agreement with the Johns Hopkins University. Advised company regarding its organization
    fundraising activities. Represented Swiss company controlled by Patrick Liotard-Vogt
    other investors in connection with its acquisition of Bob
    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
    distribution agreements
    sale of the company. Represented Hyundai Petrochemical Corp. in its sale to a consortium of LG Chemical
    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
    public policy due diligence, research
    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
    drafting of a $100 million credit facility with Wachovia Bank. Represented HydroGen Corp. in marketing
    distribution arrangement with Samsung Corp. Represented Case New Holl
    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,
    $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
    50,000 units of 13-3/4 percent senior cumulative exchangeable preferred stock
    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.

Experience

  • Bar Admission & Memberships
    Admissions
    1987, New York
    1988, Maryland
    2003, District of Columbia
    Memberships

    Professional Activities

    •American Bar Association
    - M&A Market Trends Subcommittee of the Committee on Negotiated Acquisitions
    - 2007-2008, 2010-2011, 2013-2014 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.

  • Education & Certifications
    Law School
    George Washington University Law School
    J.D.
    with honors

    George Washington University Law School
    J.D.
    1986 Member

    George Washington University Law School
    J.D.
    George Washington Law Review

    George Washington University Law School
    J.D.
    1984-1986
    Other Education
    State University of New York at Albany
    Class of 1981
    B.A.
    magna cum laude
  • Personal Details & History
    Age
    Born in 1959
    1959

Jay Gordon Cohen

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111 S Calvert St, Ste 2000Baltimore, MD 21202-6114U.S.A.

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