Whether the transaction involves project finance, a merger, an acquisition or related matters, Martin Cooper helps corporate and other entities and individuals alike overcome roadblocks and get important deals across the finish line.

A veteran attorney with decades of experience in corporate, secured finance, securities and real estate matters, Marty has participated in a wide variety of transactions, including real estate deals, venture capital investments, securities offerings, corporate financings, acquisitions and divestitures.

Before joining Olshan in the early 1980s, Marty served as general counsel of the New York State Urban Development Corporation (now the Empire State Development Corporation), a government entity charged with promoting a vigorous and growing state economy.

He has been promoting economic growth ever since, helping investors and issuers execute or participate in a variety of transactions by negotiating and documenting the deal’s initial term sheets, organizational documents, share-purchase and finance agreements, and overseeing lien perfection in secured financings.

He has also helped private equity managers generate interest in their funds by preparing the offering’s organizational documents, placement memoranda, and subscription documentation—while also advising on a range of regulatory concerns, including SEC and Sarbanes-Oxley compliance.

Marty continues to support the state’s nonprofit community as well, advising on regulatory and governance measures, financial reporting responsibilities, and other key compliance issues.

  • Represented a client in its effort to establish a centralized vehicle for the sale of landmark buildings’ unused air rights to developers building larger buildings in New York City in order to generate funds needed for building maintenance and other programs for the landmark buildings.
  • Represented a college in New York City in its 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.
  • 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 involved 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 involved 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.
  • Provided guidance to executives in connection with ongoing employment and equity arrangements in an acquiring company.
  • Represented a bank client in connection with factoring business, including negotiation and preparation of contracts for the conduct and disposition of the business.
  • Guided borrowers in out-of-state real estate and mezzanine loan transactions regarding the application of New York law and the rendering of related opinions.



  • American Bar Association
  • Association of the Bar the City of New York


J.D., Harvard Law School, 1968

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


  • New York
  • New Jersey
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