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Larry P. Laubach

Chair, Corporate Practice Group
P (215) 665-4666

Steven N. Haas

Vice Chair, Corporate Practice Group
P (610) 832-7441

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      Corporate

      Businesses operate in a world of tremendous complexity and must confront the challenges of globalization, technological change, economic upheaval, and limited available capital.  But with challenge comes opportunity. A balance sheet with significant cash provides leverage. Altered regulations upend old hierarchies. Technological change and global competition open new markets and drive innovation.  Successful companies do not endure despite hardships — they learn to grow because of them.  In that endeavor, clients need attorneys who are both aggressive and forward-thinking.

      Cozen O’Connor has been providing sophisticated counsel to a diverse set of businesses and entrepreneurs for more than forty years. We advise individuals, family businesses, public and private companies, government entities, corporate boards and committees, directors and officers, investors and investment funds, nonprofits, and trade associations in a wide range of industries. Our corporate experience includes regulatory compliance, corporate governance, mergers and acquisitions, tax, securities, finance, bankruptcy, and health law.

      A truly outstanding corporate attorney must be a trusted advisor and an aggressive dealmaker.  The members of Cozen O’Connor’s corporate department understand this dual responsibility better than most and have the requisite skills to excel in both roles.

      As advisors, we provide highly individualized counsel on a full range of corporate matters. Our priority is to develop a thorough knowledge of each client’s business, the marketplace in which a client competes, and a client’s long-term goals. With an understanding of a client’s operations, we are then able to craft tailored approaches that satisfy a client’s immediate tactical needs and further the overall mission. Having a clear sense of the core business also facilitates more candid and effective communication. We do not tell our clients what they want to hear — we tell them what they need to know.

      As dealmakers, we represent clients in their most important corporate negotiations. Whether trying to finance development, license technology, acquire a competitor, or restructure debt, our legal advice is based on incisive analysis of the needs and goals of partners, targets, and adversaries. Dealmaking is not a zero-sum game, but an attempt to reach a mutually beneficial agreement as quickly as possible. This requires respect for other parties, skillful negotiation, and an instinctive understanding of when to take and when to give. Adversaries may indulge in outbursts or false machismo, but bluster is no substitute for artful persuasion. We make sure that even the toughest negotiations remain productive and collegial.

      Cozen O’Connor has long been known as an entrepreneurial firm, one that attracts lawyers with a competitive zeal and willingness to break new ground. Indeed, the attorneys in our corporate department are recognized as among the most creative and tenacious corporate practitioners in the country. This is useful because the path from point A to point B is rarely a straight line. Instead of getting mired in the details of why a particular approach is unworkable, we simply find another way. That personal commitment to reaching the goal is what differentiates Cozen O’Connor attorneys. We are not spectators.  We are closers.

       

      SERVICES

      • Bankruptcy
      • Corporate Governance and Compliance
      • Emerging Business & Venture Capital
      • Health Law
      • Mergers & Acquisitions
      • Private Client Services
      • Public & Project Finance
      • Securities
      • Tax

       

      CLIENTS

      • Individuals
      • Closely held businesses
      • Public and private companies
      • Investors and investment funds
      • Startups
      • Corporate boards and committees
      • Directors and officers
      • Nonprofits and trade associations
      • Governmental entities

       

      TEAM

      Cozen O’Connor’s corporate department includes some of the nation’s leading practitioners in their fields of specialization. They are members of prestigious invitation-only professional organizations, chairs of state and federal bar association sections, and nationally ranked by Chambers and Partners. In many cases, our attorneys not only have decades of experience as top counsel, they also have direct corporate or governmental experience. The department includes former executives and directors of major corporate and nonprofit organizations, general and in-house counsel to multinational companies, and former senior officers in key governmental bodies. Our attorneys are thought leaders in their respective fields and regularly teach, publish, and lecture.

      This department serves a broad range of companies from family-owned to Fortune 500. We have a particularly impressive track record serving so-called “middle-market” firms, businesses that gross between $50 million and $1 billion in annual revenue. The middle market is growing faster, producing more jobs, and attracting more capital than any other segment of the U.S. economy. As a result, middle-market companies deserve top corporate lawyers who understand their potential, are attuned to their specific needs and challenges, and are willing to make a long-term commitment to their growth.

      Experience

      Represented Flagship Credit Corporation, an automotive finance business, in the closing of a $500 million credit facility.


      Negotiated exclusive or nonexclusive business services provider agreements for our client, Newtek Business Services and its SBA lending subsidiary, Newtek Small Business Finance, to be marketed to customers or members of Merrill Lynch, National Credit Union Association, Column Financial, Cendant Corporation, Veteran's Corporation of America, and others.


      Designed an advantageous deal for both our client and the city of Philadelphia, assisting one of the largest companies in Philadelphia planning to relocate outside the city. The company received major tax and other incentives from the city and the state by moving its operations within Center; Philadelphia kept tax revenue from the multibillion-dollar firm and its more than 1,300 employees.


      Represented Diamond Consolidated Industries and its affiliates in its sale to Reliance Steel & Aluminum, a New York Stock Exchange company.


      Represented the owners and operators of the American Hockey League member club, Philadelphia Phantoms, in its sale to a new AHL member club


      Represented a leading online media retail company, in the sale of a 70% interest to HIG Ventures for $40.0 million.


      Represented Ovations Food Services, LP, an affiliate of Comcast Spectacor, in a $30.0 million financing from PNC Bank.


      Represented SIG Growth Equity Fund II, LOLL in the acquisition of a large minority stake in Votive, LLC, successor to Votive, Inc., an internet company.


      Serves as Production Counsel for the Animal Planet hit television show, Tanked.


      Served as production counsel for "Restaurant: Impossible," the highest rated show on the Food Network


      Represented Grammy-award winning Ivory Productions in litigation in LA Superior Court. After a protracted trial, we successfully defended our client in a significant breach of contract and declaratory judgment action, and prevailed on a claim for over $400,000 in counsel fees.


      Represented Diagnostek, Inc., a NYSE mail order pharmacy, which was subsequently acquired by Value Health (now Express Scripts) for $500 million.


      Represented our client Broad River I, L.P., in connection with a cross border $25 million asset purchase from German based funds HSC US Leben Select I GmbH & Co. KK and HSC Optivia USA II GmbH Co, KG.


      Represented TNS, a London stock exchange company in all of its U.S. acquisition work.


      Represented Founder Capital Markets USA Inc. in their multi-year distribution agreement for USA baby formula into China.


      Represented ARK Partners LLC, in the Belgium and Germany/U.S. purchase of a horse in Europe for delivery in the U.S.


      Represented Shenbeauty, LLC., in the UK Investment in U.S. Retail Formation of Company and Lease.


      Represented the U.S. Department of Agriculture in the privatization of the Graduate School. Transaction involved the transfer of all of the assets and liabilities of the school to a nonprofit entity while maintaining the school's educational mission.


      Represented nursing homes in New Jersey and Florida in asset sale of facilities.


      Represented a leading privately held health care marketing agency in its $65 million sale to a NASDAQ listed competitor.


      Represented a newly formed real estate limited partnership in a $100 million syndication of limited partnership interests.


      Represented Industry Brains, Inc., an online marketing organization, in its $30 million merger with NASADQ listed Marchex Inc.


      Represented Triad Digital, LLC, a leading online media retail marketing company, in a $40 million recapitalization led by H.I.G. Ventures.


      Represented a privately held high technology company in obtaining $8 million of preferred equity financing ($4 million investment from a multinational corporation and $4 million from a private equity fund).


      Represented a network integration and consulting startup company in obtaining a $50 million preferred equity investment from a private equity fund.


      Represented a Spanish client in its purchase of a Gulfstream G-550 aircraft from a Swiss owner, in which the aircraft was then under lease to Gulfstream for demonstration flights.


      Represented the owners of a Gulfstream G-III aircraft in a Section 1031 reverse like-kind exchange transaction involving the purchase of a Gulfstream G-IV aircraft.


      Represented the French/Icelandic purchaser of nine Bombardier CRJ-100’s under lease with an affiliate of Continental Airlines from a German bank.


      Represented an Irish based seller of two new Bell 407 helicopters to a Mexican based multinational corporation. Also represented this same seller in a sale of a Bell 407 helicopter to the owner of a Mumbai based private equity fund.


      Assisted clients in the purchase and finance of two Lear 60 aircraft and in the negotiation of charter partner and management agreements with an FBO management company, as well as agreements governing the utilization and sharing of costs among the owners.


      Represented an African based private charter company in negotiating the VIP conversion of a Boeing 777 aircraft by a Virginia based completion company.


      Represented clients in the preparation of dry leases, time sharing, and flight services management agreements for Gulfstream G-III and G-IV aircraft.


      Represented a petro chemical inspection company in a credit facility transaction with Capital One, NA.


      Represented a petro chemical inspection company in its acquisition of assets in Freeport, Bahamas.


      Represented a petro chemical inspection company in its acquisition of assets in Mexico City, Mexico.


      Represented a petro chemical inspection company in its acquisition of chemical additives business.


      Represented a Philadelphia, London and Dublin based Collateral Manager in CDO transaction in sale of Collateral Management Agreements to an affiliate of Fortress Management.


      Represented a New York based Collateral Manager in CDO transaction in sale of Collateral Management Agreements to an affiliate of Fortress Management.


      Represented a U.S.-based medical device company in acquisition of European-based competitor


      Represented a U.S. life sciences company in a license and distribution transaction with a top 5 worldwide pharmaceutical company.


      Represented the executives of a publicly held company, including performance of internal investigation, in a clandestine government investigation of official wrong doing.


      Represented a U.S. biologics company in the acquisition of a Stage 3 oncology pharmaceutical company.


      Represented a U.K.-based pharmaceutical packaging company in establishing U.S. operations including engagement of distribution team and negotiation of supply agreements with pharmaceutical companies.


      Represented a digital media company in sale transaction including negotiation of investment agreements for remaining executives.


      Represented a technology company in acquisition of wealth management technology platform.


      Represented Sony Corporation of America in its acquisition of Micronics, Inc., a developer of near patient point of care devices for disease diagnosis and treatment monitoring.


      Represented Media IQ, LLC, a media audit and benchmarking technology company, in its acquisition by Procurian, Inc.


      Represented a client in the sale of Super-Dog Pet Food Company to PUFFS Holding Corporation, an entity sponsored by AREA, a private equity fund.


      Represented seller of a 78% equity position in a physician owned 782 bed full service hospital in Houston, Texas.


      Represented Beachbody, LLC, a leading marketer of health and fitness programs and products (i.e, P90X, Insanity,) in the growth capital investment by LNK Partners.


      Represented Thalheimer Brothers, Inc., a large Philadelphia scrap metal company, in a sale to Audax, a private equity firm, in a $100,000,000 transaction.


      Attorneys

      Jessica D. Alexander Associate Philadelphia (215) 665-2137
      Edward L. Baxter Member Philadelphia (215) 665-2044
      Joseph C. Bedwick Member Philadelphia (215) 665-4753
      Sandra A. Bloch General Counsel Philadelphia (215) 665-2722
      L. Stephen Bowers Member Philadelphia (215) 665-7283
      Richard J. Busis Of Counsel Philadelphia (215) 665-2756
      Gregory P. Cunningham Member Philadelphia (215) 665-7245
      John J. Cunningham, III Vice Chairman Philadelphia (215) 665-4633
      Thomas A. Decker Vice Chairman Philadelphia (215) 665-4684
      Kathleen A. Drapeau Member New York (212) 908-1286
      Mark M. Dugan Associate Philadelphia (215) 665-2191
      Geoffrey D. Ferrer Office Managing Partner New York (212) 908-1201
      Robert E. Fischer Of Counsel New York (212) 883-4901
      Henry A. Gladstone Member Philadelphia (215) 665-4158
      Ira C. Gubernick Member Philadelphia (215) 665-2000
      Michael J. Heller Chief Executive Officer Philadelphia (215) 665-4141
      Charles G. Kopp Of Counsel Philadelphia 215-665-5560
      Larry P. Laubach Chair, Corporate Practice Group Philadelphia (215) 665-4666
      Anne M. Madonia Member Philadelphia (215) 665-7259
      David S. Nelson Member Philadelphia (215) 665-2000
      David S. Petkun Member Philadelphia (215) 665-4634
      Tracy Sheridan Reyle Member Philadelphia (215) 665-4665
      E. Gerald Riesenbach Member Philadelphia (215) 665-4159
      Andrew M. Ross Chair, China Practice New York (212) 883-2229
      Eileen T. Salimbene Associate Philadelphia (215) 665-4779
      Richard Salomon Member New York (212) 883-4952
      Martin T. Schrier Member Miami (305) 704-5954
      Howard Schweitzer Member Washington, D.C. (202) 912-4855
      Jason M. Shargel Member Philadelphia (215) 665-6914
      Michael M. Sherman Member Philadelphia (215) 665-2155
      Stuart A. Shorenstein Member New York (212) 883-4923
      Harmon S. Spolan Of Counsel Philadelphia (215) 665-4676
      Carl Weiss Member West Conshohocken (610) 941-2346
      Justin B. Wineburgh Member Philadelphia (215) 665-2733
      Pang Zhang-Whitaker Member New York (212) 883-4973

      Publications


      Benefit Corporations - A New Type of Corporation - Are Now Authorized in Pennsylvania [Business Law Alert]

      March 14, 2013

      MORE


      Proposed Amendments to Rule 506 as Mandated by the JOBS Act

      March 03, 2013

      MORE


      East Seeks West: What Your Chinese Rivals Are Planning in 2013 [AFP Exchange]

      January 31, 2013

      MORE


      Summer 2012 [Business Law Observer]

      July 01, 2012

      MORE


      Fall 2011 [Business Law Observer]

      October 01, 2011

      MORE


      3d Circuit Permits Pennsylvania Minority Shareholder to Sue Majority Shareholders for Breach of Fiduciary Duty After Completion of Cash-Out Merger [Corporate Alert!]

      September 26, 2011

      MORE


      Don't Ask And Don't Tell: How to Avoid GINA Liability [The Corporate Counselor]

      July 11, 2011

      MORE


      Delaware Supreme Court Affirms Use of Net Operating Loss Poison Pills [Corporate Law Alert!]

      February 07, 2011

      MORE


      HSR Filing Threshold Increases to $66 Million ... and Other Facts that May Impact Whether You Have to File [Corporate Law Alert!]

      January 31, 2011

      MORE


      Fall 2010 [Business Law Observer]

      November 23, 2010

      MORE


      FCC Offers ‘Third Way’ On Authority Over Internet Service [New York Law Journal]

      July 21, 2010

      MORE


      ‘Where was the board?’ Where was I? [Directors & Boards]

      May 15, 2009

      MORE


      The Plight of the First SOX Whistleblower [Law 360]

      January 21, 2009

      MORE

      Events & Seminars

      Cybersecurity: Protecting Sensitive Information New York, NY 05/08/2013
      PACT Industry Series Event Cybersecurity: Protecting Sensitive Information West Conshohocken, PA 01/30/2013
      Social Event for Sundance Film Festival Park City, UT 01/18/2013
      Going Global: Information for Chinese Companies Considering Engaging in Transactions and Conducting Business in the United States China 10/22/2012
      Doing Business in China: A Multidisciplinary Examination of How Foreign Companies Navigate The Ever-­‐Changing Chinese Market Landscape Cambridge, MA 09/29/2012
      The Life Settlements Conference 2012 Las Vegas, NV 09/10/2012
      Selling U.S. Companies to Chinese Buyers: A Practical Perspective China 05/15/2012
      Key Considerations in China to U.S. Deals China 04/24/2012
      How to Become a Global Company Now through Acquisition China 11/08/2011
      CCAP County Administration Conference State College, PA 06/01/2011
      The GFOA-PA 25th Annual Statewide Meeting State College, PA 05/03/2011
      China Investment Group New York, NY 03/17/2011
      Pennsylvania Government Finance Officers Association, Eastern Chapter. Plymouth Meeting, PA 02/25/2011
      Legal Aspects of Aircraft Lease Agreements Washington, D.C. 12/10/2010
      DELVACCA 2010 InHouse Counsel Conference Philadelphia, PA 05/06/2010
      IQPC International Mergers and Acquisitions 2010: Discovering New Opportunity in a Changing Environment New York, NY 03/31/2010
      HB Litigation Conferences: The 17th Annual Insurance Insolvency & Reinsurance Roundtable Scottsdale, AZ 03/24/2010
      Small Business Solutions Forum Breakfast Philadelphia, PA 10/22/2009
      6th Insurance Linked Securities Summit Southampton, Bermuda 07/15/2009
      Insurance Linked Securities European Summit New Investment Strategies for Catastrophe Bonds, Longevity Risk, and Life Settlements London, UK 04/28/2009

      In The News


      Steve Haas quoted in Barron's

      June 21, 2012

      MORE


      Cozen O’Connor Ranked Third Overall in U.S. in Reactions Legal Survey 2011

      May 26, 2011

      MORE

      Related Practice Areas

      Business/Corporate

      China Practice

      Emerging Business & Venture Capital

      Mergers & Acquisitions

      Privacy & Data Security

      Securities

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