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Martin S. Cooper

Of Counsel
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Education

J.D., Harvard Law School, 1968

A.B., Brown University, cum laude, Phi Beta Kappa, 1965

Bar & Court Admissions

  • New York, 1970
  • New Jersey, 1968
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Martin S. Cooper focuses his practice on securities, financings, mergers and acquisitions and corporate representation.

Marty is skilled at handling a wide variety of transactions, including venture capital investments, securities offerings, corporate financings and corporate acquisitions and divestitures. His practice includes representation of investors and issuers in connection with venture capital transactions, shareholder and other equity holder agreements, private placements and public offerings of equity and debt securities, and secured and unsecured loan transactions. He also has experience advising not-for-profit entities in connection with governance, financial and other corporate issues.  Prior to joining Olshan, Marty served from 1977-1981 as General Counsel with the New York State Urban Development Corporation, which is now the Empire State Development Corporation.

Professional & Community Affiliations

American Bar Association

Association of the Bar the City of New York

  • Represented Iconplans, which seeks to establish a centralized vehicle for the sale of landmark buildings' unused air rights to developers building larger buildings in the city and could generate up to $600 million for landmarked buildings that are in need of funds to support programs and building maintenance.
  • Represented Metropolitan College of New York, a college founded in 1964 by educational pioneer Audrey Cohen, in the purchase of a commercial condominium to house its growing college programs within a $40 million development known as the Triangle Plaza Hub in the South Bronx . The construction and purchase of the condominium is being financed using New Markets Tax Credits.
  • Represented several New York-based private equity and hedge fund managers with respect to the organization and initial placement of interests in their funds. Transactions included the preparation of organizational documents, placement memoranda and subscription documentation and advice concerning regulatory matters.
  • Represented several New York-based venture capital funds in multiple rounds of financing for start-up and development stage companies in various industries and locations. The transactions included the negotiation and documentation of initial term sheets, share purchase agreements, organizational documents, including rights and preferences of various classes of stock, and registration rights and shareholders’ agreements.
  • Represented a publicly held company with respect to ongoing securities law compliance, including periodic Securities Exchange Act filings and Sarbanes-Oxley compliance.
  • Represented executives in connection with ongoing employment and equity arrangements in an acquiring company.
  • Represented bank client in connection with factoring business, including negotiation and preparation of contracts for the conduct and disposition of the business.
  • Represented publicly held company with respect to its issuance of high-yield debt, including negotiation with placement agent and its counsel, preparation of offering materials, and registration with and response to comments of the Securities and Exchange Commission.
  • Represented borrowers in out-of-state real estate and mezzanine loan transactions with respect to the application of New York law and the rendering of related opinions.

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