Harvey Jay Cohen

Experience

Represented a U.S. Tech Company During a European M&A Deal

We assisted our client, a U.S. public tech company, in the acquisition of a Euro/U.S. target. We performed a CFIUS analysis, assisted with the acquisition agreement, performed due diligence and assisted with governance issues while coordinating with European counsel.

Oversaw the Complex Acquisition of a USA-Based Nuclear Service Company

Client: Carr’s Group plc

Description: Our client, an agriculture and engineering group, acquired a nuclear engineering company. We drove a successful CFIUS filing process, necessary because national security and government contracts were involved. We handled all aspects of the complex deal, from start to finish.

Assisted with the Acquisition of a Cyber Security Specialist

We assisted our client, a European government-owned entity, during the acquisition of a cyber security specialist. We drove a successful CFIUS filing process, which was necessary because national security and government contracts were involved. We also assisted on agreement issues and coordinated with European counsel.

Strategic Acquisition of Workflow One for $218 Million by Standard Register

The opportunity, and the ability, to grow is an important factor in the success of any business, especially in an increasingly-competitive marketplace. We advised Standard Register, one of the world’s leading providers of printing and business communication solutions, throughout their purchase of Workflow One, a print management and distribution company. The value of all consideration and financing totaled in excess of $350 million. We helped facilitate the transaction by advising on real estate and other aspects of the acquisition. Standard Register states that it now can enhance its products and services to customers, while also adding flexibility and stability for the company moving forward. The transaction also enables the client to increase its presence in its target markets. Standard Register is now the seventh largest printing company in North America with an entire portfolio of $1 billion.

Financial Institutions International Regulation

To ensure regulatory compliance and enforceability, we canvas more than 50 countries in detail regarding treasury management, capital markets and other bank products that could relate to parties in these countries.

Perform Due Diligence for Private Equity Funds

We perform due diligence on U.S. targets for U.S. and foreign private equity funds and their foreign counsel.

Cross-Border Financial Institutions Lending and Regulations

We routinely close inbound and outbound cross-border loans and guarantees, and the sale of other treasury management and capital market products, while working closely with foreign counsel to ensure regulatory compliance and enforceability.

Committee on Foreign Investment in the U.S. (CFIUS)

We routinely analyze transactions to determine the applicability of the CFIUS process, and make the required filings to obtain U.S. government pre-approval of cross-border transactions, including structuring remedial measures to modify governance and operational and reporting procedures.

Organization of Multiple Software and Technology Start Ups, Venture Capital and Private Equity

Scores of software and technology start ups organized addressing tax, venture capital and private equity investments, buy-sell issues, phantom equity, stock options, executive compensation, corporate counseling and customer and employment contracts.  Our clients have benefitted from the leverage of our experienced technology, intellectual property and employee benefits resources.

Licensed Manufacturer and Distribution

Represented several large private manufacturers and public companies with respect to licensing Indian, Chinese and other foreign companies to manufacture and sell products to the client and to end users in a Territory. Repetitive experience in this area leads to speed and efficiency.

Complex Joint Venture & Multi-Million Dollar Debt Financing of Client

As a Dinsmore client was looking to expand its operation and service presence into a global marketplace, it sought a Hong Kong entity with manufacturing capability for production of its wind energy products that were to be sold under sales/master distribution arrangements in Asia and Europe. Structural, tax, governance, IP ownership, business plans, capital contribution and other issues demanded close attention by client personnel and the legal team. The transfer of unregistered technology, the client’s equity structure, operating in both Hong Kong and the People’s Republic of China, coupled with a complicated business plan and detailed financing aspects, created the complexity of this transaction.

Dinsmore & Shohl quickly formed a multi-disciplinary team of lawyers from areas including Mergers & Acquisitions, International Tax, IP, and Commercial Lending. After a thorough assessment and advice from both the People’s Republic of China and Hong Kong counsel, Dinsmore lawyers negotiated and prepared the complete extensive package of Joint Venture and Financing documents for this complex equity transaction.

Counsel to Startup Through Growth Into International Distributor of Products

We provide strategic and litigation counsel to our client from startup as a two-person operation through the growth of the company into a market leader with international product distribution via online and brick and mortar outlets. Our counsel has grown from trademarks to a global patent portfolio to tax consequences to importing and exporting matters.

Cross-Border Acquisition by Merger and Stock Purchase

Represented a U.S. public company in its acquisition of a Canadian/Swiss sporting goods importer/reseller in parallel Canadian stock purchase and SEC-registered U.S. stock merger transactions.

Inbound (FDI) Merger and Acquisition Purchases of U.S. Company, Creating Cross Border Equity Joint Ventures

We have represented a number of French and British technology companies with respect to inbound (FDI) merger and acquisition purchases of U.S. company, creating cross border equity joint ventures.  Our years of experience and large number of these clients speeds the process and transactions.

Sale of Start-Up Tech Company

Among numerous sales of small to large start ups, we handled the sale to a French Public Company of a private company involved in software consulting and integration for B-2-B applications and interfaces with SAP and Oracle ERP systems: e-Purchasing, e-Sourcing, e-Procurement and e-Invoicing.  Closed this transaction in record time: one and a half weeks. This favorable result was made possible by Dinsmore’s deep bench of Mergers and Acquisitions, Intellectual Property, Tax, International and Employee Benefits lawyers.

Venture Capital Transaction

We represented the owner of cutting-edge combuster technology in the creation of a new company with client intellectual property and patents combined with private equity contribution. We leveraged our unique venture capital and intellectual property experience to streamline the transaction.

Executive Employment and Compensation Agreements

We have represented numerous clients in the negotiation of executive employment and compensation agreements on initial hiring and in the private equity, venture capital, and mergers and acquisition context.

Export Control

Our firm has represented numerous technology, e-commerce, engineering and manufacturing clients in the analysis of laws, regulations and classifications to determine Export Control licenses with the U.S. Commerce Department.

Crossboarder Mexican Equity Joint Ventures

Among numerous Mexican joint ventures, we represented our client, an automotive company, in a complex equity joint venture in Mexico, including land acquisition, construction, labor, manufacturing and other agreements. Decades of experience shortened the transaction timeline and reduced costs.

Fortune 50 Joint Venture

Our firm represented The Procter & Gamble Company in a research consortium and joint venture with the University of Cincinnati, utilizing a unique combination of tax, non-profit and corporate attorneys to complete a complex transaction.

Closely Held Company PRC Joint Venture

Among several PRC joint  ventures, we represented a private lubricant oils company in a complex lubricant oils equity joint venture negotiated in the Peoples Republic of China. Decades of experience shortened the transaction timeline and reduced costs.

Outsource of High Technology Services

Among numerous outsource transactions for Fortune 50, public and private companies, we have represented First Data, a leading technology service provider, and its predecessors, for over two decades in numerous service/outsourcing contracts and litigation with various governmental and state agencies. Our work included reviewing government proposals for service, as well as drafting and negotiating licenses, software and hardware contracts, service contracts, employee agreements, teaming agreements, prime/sub third-party contracts and consulting agreements governing individuals and teams that implemented solutions and ultimately performed the contracted services. We worked with countless state, county and municipal agencies around the country, crafting contracts and agreements that were in compliance with local and state laws relating to service and product delivery, confidentiality, privacy and competition. Our client frequently provided services to the Department of Jobs and Family Services, Department of Agriculture and other similar departments in various states, and we had to carefully construct agreements to meet both state and federal compliance to ensure funding, Our work included establishing an agreement with a state agency that enabled the monitoring of in-house care providers, as well as an agreement that consolidated and expedited various multi-state government welfare programs. We also handled agreements relating to various types of technology, including electronic funds transfer, e-commerce, tax collection, call centers, child support and interactive voice response, structuring agreements to protect our client's interests as they provided these services to various state governmental and regulatory agencies.

Outsourcing of technology

We have represented a wide variety of companies in handling their purchase of technology outsourcing needs, including a number of Fortune 500 global companies. Our role includes negotiating and drafting outsourcing contracts to ensure that our clients’ interests are protected with respect to the named vendor and any hoster. We also have represented outsource providers in this space, especially in providing services to state governments. Our experience includes representing a NYSE manufacturing company in outsourcing its computer main frames to Computer Services Corporation (CSC), as well as handling its server farm outsourcing and numerous other forms of technology outsourcing.

Representation of British Software and Technology Companies

We frequently represent a number of British software and technology companies with respect to U.S. licenses and agreements, tax, employment, immigration, entity formation, leasing and related matters.  Our large pool of similarly-situated clients increases our speed and efficiency.

Foreign Corrupt Practices Act, Anti-Bribery and Anti-Money Laundering Compliance

We routinely assist public companies, their subsidiaries and private companies in creating effective compliance programs. We recently concluded, on an efficient basis, providing contract provisions, re-drafting international sales and distribution contracts, creating and suggesting training power points and software modules, drafting third-party and employee periodic compliance questionnaires and certificates, advising on internal audit functions and related procedures and revamping client compliance policies. We were proud to add significant value to the client’s compliance and prevention efforts.

Financial Institutions M&A: Tax Free, Stock for Stock "Merger Conversion"

Client: Large Publicly-Held Bank Holding Company

Represented numerous thrifts, community banks and large financial institutions in numerous mergers and acquisitions, including a complex transaction involving representing a large publicly-held bank holding company in its acquisition of a mutual savings bank in a simultaneous mutual-to-stock conversion and stock-for-stock merger.

Supply Chain Research and Development, Confidentiality and Non-Dislosure Agreements in Asia

We represent a public medical-related company with respect to supply chain research and development, confidentiality and non-disclosure agreements in Taiwan, China, Singapore and Asia generally. Our extensive experience coupled with local counsel whom we know well creates a quick and efficient result.