Lawrence Cohen

Of Counsel

  • Office Contact Info
  • Biography
    Lawrence Cohen is Of Counsel in the Phoenix and New York offices of Gordon & Rees.
     
    Mr. Cohen has a diverse national business law practice spanning areas such as general business law, securities and capital markets regulatory matters, franchising, and healthcare transactions. His expertise is especially strong in broker-dealer and investment adviser regulation and compliance. He advises both start-up and established “green” and tech companies, with a focus on “green” and high-tech enterprises. Mr. Cohen is a prolific writer on many legal topics and a frequent speaker at industry events.
     
    Early in his career, Mr. Cohen was Secretary and Chief Compliance Officer of The Guardian Life Insurance Company’s retail mutual funds and annuities/separate accounts and its affiliated broker-dealer distributor and investment manager, and then associate counsel and assistant secretary of Lehman Brother’s institutional funds group. He has served as outside counsel to public and private funds, and formed and registered numerous broker-dealers and investment advisers, including the Blackstone Group, advising them and other preeminent investment banks and private fund managers on regulatory and compliance matters. With respect to tech start-ups, Mr. Cohen has counseled entrepreneurs and development-stage companies, and served as a judge at the New Jersey Technology Council competitions and as a mentor to companies participating in the CleanTech Open, the world’s largest clean-tech accelerator. He also has advised both franchisors and franchisees with respect to negotiations involving both franchise agreements and exits.
     
    Mr. Cohen has served at the counsel and partner levels with large and prestigious international law firms. He received his J.D. from the University at Buffalo School of Law in 1979 and a B.A., cum laude, in History from Brooklyn College, City University of New York in 1976. While in law school, he served as Captain of the Jessup International Moot Court Team and received a scholarship from the Kosciuszko Foundation to participate in the University of Florida’s International Trade Law Program at Cambridge University, England & The Polish Institute of State and Law, in Warsaw.
     

    Admissions

    Arizona
    New York
    New Jersey

    Memberships

    Securities Industry & Financial Markets Association – Legal & Compliance Division
    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 East Coast Academy”(2013 and 2014)

  • Practice Areas
  • Representative Experience

    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).
  • Publications & Presentations

    Selected Speaking Engagements:

    • Panelist, FRA’s Conference on Managing Adviser Compliance (“Books and Records Developments”) – Nov. 2004
    • Speaker, NYS Society of CPAs ─ Broker-Dealer Section (“Internal and External Compliance”) – May 2005
    • Lighthouse Seminars ─ Chair & Featured Speaker (“Limiting Liability in the New Hedge Fund Environment”) – June 2005
    • Speaker, FRA’s 7th Annual Hedge Fund & Compliance Forum (“How to Mitigate Risk”) – May 2006
    • Speaker, FRA’s 2nd Annual IA Compliance Seminar & SEC Audit Survival Guide (“The Code of Ethics”) – July 2006
    • Speaker, FRA’s 8th Hedge Fund Compliance Forum (“Managing Electronic Records and Correspondence”) – Nov. 2006
    • FINalternatives’ Hedge Fund Summit (“Current Trends/Future Issues”) – March 2007
    • Panelist, NYS Society of CPAs ─ Broker-Dealer Section (“Accountant Liability After Madoff”) – May 2009
    • Presentation (“What Private Investment Funds Need to Know About Impending Registration Requirements and Current Enforcement Trends”) – March 2010
    • Panelist, Financial Executives International (“Public Policy Update: Uncertainty in Washington and the Impact on Financial Executives”) – November 2011
    • Speaker, Dow Jones Global Compliance Symposium (“Financial Services: Preventing Insider Trading: What Does It Take?) ─ March 2012
    • Speaker, Association of Independent Colleges and Universities in New Jersey, 2013 Retreat (“Overview of: Shared Health Coverage Responsibility for Employers”) ─ June 2013
    • Panelist, National Association of Corporate Directors/New Jersey Chapter (“Private Company Boards: Good Governance without Government”) ─ March 2014

    Publications:

    • “New Scrutiny of Broker-Dealers’ Expense Sharing Arrangements,” Journal of Investment Compliance (Spring 2003)
    • “Q&A - Books and Records Order Entry,” Compliance Reporter (June 16, 2003)
    • “New SEC Rules Under Sarbanes-Oxley: Impact Beyond Issuers,” Corporate Counsel (August 2003)
    • "New Rules For Funds and Advisers Tighten the Compliance Process,” ABA Business Law Today (September 4, 2004)
    • “Adviser ‘Client Notice And Consent’ for Principal Trades and the Impact of ‘Real-Time’ Reporting,” Journal of Investment Compliance (Spring 2005)
    • “Hedge Funds—Structure, Regulation, and Tax Implications,” 815 PLI/TAX 131 (2008) [co-authored with Jerald D. August]
    • “Impending Fund Regulations Call For Adoption of ‘Best Practices’,” FINalternatives (May 8, 2009)
    • “‘Loose Lips Sink Ships’: Insider Trading and the Lessons of Galleon,” FINalternatives (November 13, 2009)
    • “SEC Amends Rules on Adviser Custody,” FINalternatives (January 27, 2010)
    • “Current Trends in Legal Needs of Private Equity Portfolio Companies,” Representing Private Equity and Venture Capital-Backed Portfolio Companies (Aspatore Press, December 2010)
    • “The ‘Do-Good’ Business Client: Benefit Corps and L3Cs,” The Metropolitan Corporate Counsel (April 2013)
    • “Evolving Board Responsibility for Asset Valuation ─ Recent SEC Actions,” National Association of Corporate Directors (New Jersey Chapter) Web Site (April 2013)
    • Bloomberg BNA Report, “Due Diligence on Public and Private Funds for Plan Fiduciaries,” (2011; updated September 2014)
    • “Securities Practice and Electronic Technology,” Author of Chapter 8 (Investment Companies) and Chapter 9 (Investment Advisers), Law Journal Press (2018), John R. Hewitt & James B. Carlson (editors)

    Quotes and Interviews:

    • "Outside-Business Proposal Mirrors Real World,” Wall Street Journal (June 10, 2009)
    • “FINRA Guidance Warns Against Illegal, Unregistered Resales,” Dow Jones Newswire (January 16, 2009)
    • “COMPLIANCE WATCH: Industry Awaits News of FINRA Successor,” Dow Jones Newswire (January 14, 2009)
    • “Nine Cases to Shape the 2010 Legal Landscape,” Compliance Week (January 5, 2010)
    • “SEC Broadens Probe into Stifel,” Wall Street Journal (June 28, 2011, p. C-1)
  • Education

    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