Lawrence Cohen

Experience and Representative Matters:

• Obtained a FINRA Interpretive Letter approving used of a “click to sign” process for a broker-dealer’s app.
• Counsel to Delaware statutory “public benefit LLC” issuing cryptocurrency tokens.
• Former Securities Industry registrant (FINRA Series 7);
• In-house counsel to Lehman Bros. Institutional Fund group;
• Counseled broker-dealer affiliates of foreign companies (e.g., a South Korean bank and U.K. investment bank) on U.S. securities laws and compliance matters;
• Advised underwriters and Nasdaq-listed issuers on Initial Public Offerings (IPOs) and Private Investment in Public Equity (PIPE) deals;
• Advised foreign investment banks on SEC registration exemptions and “chaperoning” arrangement with U.S. broker-dealers;
• Counseled hedge funds with respect to SEC investigations and enforcement actions and investor complaints;
• Advised pharmaceutical clients on HIPAA and other privacy compliance matters;
• Counseled multi-unit restaurant franchisees on formations and negotiation of franchise terms;
• Registered Blackstone Group as a broker-dealer and served as outside compliance attorney for four years;
• Special counsel to U.S. subsidiary of South Korean bank on U.S. securities compliance matters;
• Advised N.J. Division of Investments in 2012 on $1.5 billion investments in private equity and hedge funds;
• Advised Google, Inc. in 2013 on transaction and negotiation of terms for establishment of affinity credit card program;
• Advised clients on formations of hedge funds, private equity funds and public Business Development Company;
• Special counsel to foreign investment bank on formation of U.S. broker-dealer subsidiary and federal/state filings for issuances of affiliated fund interests, as well as upcoming funds with clean-tech sector investments;
• Counsel to consultant for regional banks on risk assessment and M&A advisory services;
• Advised private fund on offering to raise capital for participation interests in a segregated pool of tax lien loans;
• Advised public companies on SEC periodic reporting, prospectus disclosure and Forms 8-K;
• Advised Irish bank on “Volker Rule” restrictions on covered-fund investments; and
• Advised family office on structure of investment compliance program and SEC Form 13F filings (including confidential treatment of information).

Selected Speaking Engagements:

• Speaker, Financial Publisher Industry Conference, June 2022, February 2023
• Panelist, Private Company Boards: Good Governance without Government, National Association of Corporate Directors/New Jersey Chapter, March 2014

Publications:

• Author, Broker-Dealer Anti-Money Laundering Compliance Programs: Implementing an Effective Program, LexisNexis
• Author, FINRA Rules on Communications with the Public, LexisNexis
• Author, FINRA Cycle Examination Checklist, LexisNexis
• Author, FINRA Rule 2111 and Broker-Dealer Suitability Obligations, LexisNexis
• Author, Broker-Dealer Business Plan Checklist, LexisNexis
• Author, Broker-Dealers Expense Sharing Arrangements Checklist, LexisNexis
• Author, Chapter 3, Regulation of Brokers and Dealers, Federal Securities Exchange Act of 1934, Matthew Bender & Co., April 2023
• Author, Practical Guidance business law articles, LexisNexis
• Author, Chapter 8 Investment Companies, Chapter 9 Investment Advisers, Securities Practice and Electronic Technology, 2018
• Due Diligence on Public and Private Funds for Plan Fiduciaries, Bloomberg BNA Report, 2011, updated September 2014

Admissions

• Arizona
• New York
• New Jersey

Memberships

• Securities Industry and Financial Markets Association (SIFMA), Former Member
• Board of Directors of Children’s Home Society of New Jersey (2003-2007)
• Former FINRA Series 7 and 63 qualifications

Community Involvement

• Lawyers Committee for Human Rights (successful political asylum matter)
• Board member/pro bono legal service provider of The Children’s Home Society of NJ (2003-2007)
• Volunteer Mentor for Start-Up Companies competing in CleanTech Open

Education

• J.D., The University at Buffalo Law School, State University of New York, 1979
  – Captain, Jessup International Moot Court Team
  – Kosciuszko Foundation Grant Recipient for University of Florida/Levin College of Law International Trade Law Program at Cambridge University, England & The Polish Institute of State and Law, Summer 1978
• B.A., cum laude, History, Brooklyn College, City University of New York, 1976

Honors

• Recognized as a Top Lawyer, Phoenix Magazine (2022)*

^{*No aspect of this advertisement has been approved by the Supreme Court of New Jersey. The Top Lawyers list is published by Phoenix Magazine. A description of the selection methodologies can be found at: https://directory.phoenixmag.com/lawyers/home}