Gary Cohen

Holder of a Master II in Mergers & Acquisitions from the University of Paris-Saclay

Gary Cohen, Corporate and M&A Attorney

Gary Cohen is a corporate lawyer admitted to the Paris Bar. A member of the ARST Avocats corporate M&A team for several years, he advises companies, groups, executives, partners and investors on both their day-to-day legal operations and their strategic projects.

Holding a Master II degree in mergers and acquisitions from the University of Paris-Saclay, he has developed a primarily transactional practice. He advises on corporate law, mergers and acquisitions, private equity, restructurings, balance sheet operations, and corporate secretarial services.

His practice also includes commercial contracts, business transfers and commercial lease issues related to the transactions he advises.

Corporate law and legal monitoring of companies

Gary Cohen supports companies at every stage of their development, from their formation to their possible reorganization, transfer or sale.

His intervention focuses in particular on:

• the choice of legal form and the formation of companies;
• the drafting and amendment of the statutes;
• the appointment and change of leaders;
• transfers of registered office and other legal changes;
• the relationships between partners;
• the organization of governance;
• capital transactions;
• corporate or group restructurings.

He ensures that the company's legal structure is adapted to its activity, the distribution of its capital, and the objectives of its partners.

This practice is part of ARST Avocats' corporate law activity.

Legal secretariat and social life

Gary Cohen provides ongoing legal support to companies and groups.

It plays a role in particular in the preparation of:

• decisions of the partners or shareholders;
• ordinary and extraordinary general meetings;
• decisions of the presidents and governing bodies;
• annual approvals of accounts;
• regulated agreements;
• social registers and documents;
• formalities with the relevant bodies.

It also assists companies in bringing their legal documentation into compliance and in regularizing previous transactions or decisions.

This knowledge of everyday social life allows him to identify in advance the difficulties likely to affect a financing, acquisition or disposal operation.

Mergers, acquisitions and divestitures of companies

Gary Cohen is involved in the preparation and execution of French or cross-border mergers, acquisitions and disposals of companies.

He assists buyers, sellers, investors and managers through the various stages of the transaction:

• organization of the transactional process;
• preparation of confidentiality agreements;
• drafting letters of intent;
• conducting legal audits;
• negotiation of the price and conditions of the transaction;
• drafting of the transfer protocol;
• negotiation of asset and liability guarantees;
• preparation of the suspensive conditions;
• organization of the signing and final implementation;
• monitoring of post-transaction obligations.

His practice of corporate law allows him to deal with both transfers of securities and acquisitions of assets, contributions, mergers and restructurings prior to or following a transaction.

Legal audits and due diligence

Gary Cohen conducts and coordinates the legal audits required for acquisition, investment, financing or restructuring operations.

In particular, he analyzes:

• the legal and capital structure of the company;
• the statutes and agreements between partners;
• governance and social decisions;
• significant commercial contracts;
• financing, guarantees and securities;
• the necessary permits for the activity;
• real estate leases and commitments;
• ongoing or potential disputes;
• intellectual property rights;
• the risks that could affect the transaction.

It presents the results of the audit by identifying the main risks, their impact on the operation and the measures to address them.

This work is used in particular to determine the suspensive conditions, the seller's declarations, the contractual guarantees and any possible price adjustment mechanisms.

Equity and capital markets transactions

Gary Cohen assists companies, partners and investors in their financing and equity strengthening operations.

His intervention notably covers:

• capital increases and reductions;
• contributions in cash or in kind;
• issues of ordinary or preferred shares;
• simple or convertible bonds;
• other securities giving access to capital;
• majority or minority shareholdings;
• private equity transactions;
• the incentive mechanisms for managers and employees;
• capital restructurings.

He ensures consistency between investment documentation, social decisions, statutes and agreements concluded between partners.

Shareholders' agreements and governance

Gary Cohen prepares and negotiates shareholder agreements as well as documentation organizing governance and relationships between investors, founders and managers.

It intervenes in particular on clauses relating to:

• to governance and reserved decisions;
• to the rights to information;
• to conservation commitments;
• to pre-emption and preference rights;
• to the approval clauses;
• to joint or forced exits;
• to liquidity mechanisms;
• to situations of deadlock;
• to non-competition agreements;
• upon the departure of a manager or an operational partner.

Its objective is to translate the negotiated balance between the parties into precise, coherent documentation adapted to the different hypotheses of the company's evolution.

Business transfers

Gary Cohen assists sellers and buyers in the sale and acquisition of businesses.

He is involved in:

• the definition of the scope of the transferred assets;
• the audit of the fund and its operation;
• the negotiation of the price and its payment terms;
• the analysis of contracts related to the activity;
• the review of the commercial lease;
• the preparation of the suspensive conditions;
• drafting the deed of transfer;
• the completion of formalities and advertisements;
• monitoring the seizure and objections.

This practice requires coordinating the rules of commercial law, contract law, commercial leases and, depending on the operations, social law.

Commercial contracts

Gary Cohen advises companies on drafting, negotiating and reviewing their commercial contracts.

He is particularly involved in:

• confidentiality agreements;
• service contracts;
• supply contracts;
• partnership agreements;
• distribution contracts;
• intra-group agreements;
• contracts accompanying an acquisition or a sale;
• transactional protocols;
• the general terms and conditions of sale or purchase.

It can also audit a contractual portfolio to identify risks, clauses that have become unsuitable, and contracts that require renegotiation.

This activity complements the firm's expertise in business contracts and distribution.

Commercial leases and corporate transactions

Gary Cohen advises on commercial lease issues related to the transactions he is involved in.

In particular, it examines:

• the duration and financial terms of the lease;
• the intended use of the premises;
• the clauses relating to assignment or approval;
• the distribution of responsibilities and work;
• guarantees and deposits;
• the risks of termination;
• the conditions for transferring the lease;
• the consequences of a sale of securities or a business.

He can also assist with the negotiation, drafting or renewal of a commercial lease in coordination with the real estate and commercial leases team.

Cross-border operations and team coordination

Gary Cohen is involved in cases with an international dimension, particularly when the buyer, seller, investors, group companies or certain assets are established in several countries.

He participates in the coordination of foreign lawyers and specialized teams mobilized for the operation. Depending on the needs, these teams may intervene in tax law, employment law, intellectual property law, real estate law, competition law or sector-specific regulations.

This coordination ensures consistency in audits, schedules, and transactional documentation.

This practice has been confirmed by published transactions

Gary Cohen has worked with Romain Picard on several M&A transactions that have been made public.

In particular, he advised ARST Avocats in connection with the sale of Ascodero Productique to Siléane, presented by Allinvest Corporate Finance.

He also intervened on the M&A aspects of the sale of Creapharm's pharmaceutical services business, a transaction reported by Le Monde du Droit.

These operations illustrate its ability to intervene in transactions involving several legal and financial teams, both in France and abroad.

His LinkedIn professional profile also presents his career path within ARST Avocats.