Richard L. Cohen

Representative Matters

Mergers and Acquisitions

• Represented Strategic Underwriters International Inc. (SUI) in connection with its sale to NSM Insurance, an affiliate of the Carlyle Group; based in Doylestown, Pennsylvania, SUI offers commercial auto liability, general liability and workers compensation facultative reinsurance products, and they are a leader in the reinsurance business.

• Represented Armstrong World Industries, Inc. (NYSE: AWI), a leader in the design, innovation and manufacture of ceiling and wall solutions in the Americas, in connection with its $95 million acquisition of 3form LLC from Hunter Douglas Group. Based in Salt Lake City, 3form is a leading designer and manufacturer of sustainably crafted architectural resins and glass for ceilings, walls and other interior applications.

• Represented Service Electric Cable T.V. of New Jersey, Inc., a cable and broadband provider in North Jersey, in its approximately $150 million sale to Altice USA.

• Represented Vonage Holding Corp. in its acquisition of certain assets of Over.ai, a Tel Aviv-based Voice Artificial Intelligence provider for enterprise communications. Vonage acquired Over.ai's technical team and intellectual property from i.am+, an AI technology platform co-founded and co-owned by musician will.i.am, thereby gaining significant technology talent and expertise in conversational-related AI.

• Represented YouVisit, LLC, a company that has created virtual tours of campuses for more than 600 educational institutions, in its sale to EAB, a portfolio company of Vista Equity Partners that provides research, enterprise technology, and data-enabled services for education institutions.

• Represented Red Lion Hotel Corporation, a growing hospitality company that operates and franchises upscale, midscale and economy hotels, in the acquisition of the Knights Inn brand from Wyndham Hotel Group, LLC a subsidiary of Wyndham Worldwide (NYSE: WYN) for an aggregate price of $27 million cash, subject to certain post-closing adjustments.

• Represented Donegal Mutual Insurance Company (NASDAQ: DGICA) in connection with its acquisition of Mountain States Insurance Group.

• Represented Polder Housewares and its affiliates in the sale of substantially all of their assets to a buyer which is majority owned by entities affiliated with Topspin Partners, a suburban New York based private equity fund.

• Represented the shareholders of Ideal Protein, a Quebec-based corporation with significant U.S. operations, in the sale of a majority interest to funds advised by Apax Partners LLP, a global private equity firm.

• Represented Red Lion Corporation in the acquisition of the global hotel brands (representing more than 1,000 hotels) owned by Vantage Hospitality Group, Inc. for an aggregate price of approximately $30 million in cash and 138,000 shares of the Company's common stock.

• Represented Donegal Mutual Insurance Company and Donegal Group Inc. (NASDAQ: DGICA and DGICB) in connection with its acquisition of Donegal Financial Services Corporation (“DFSC”) and its wholly owned subsidiary, Union Community Bank, to Northwest Bancshares, Inc. (NASDAQ: NWBI) for approximately $115 million in a combination of cash and Northwest Bancshares common stock.

• Represented Vonage Holdings Corp. in its acquisition of gUnify, Inc., a cloud-based technology company whose middleware solution integrates the Company's cloud communications platform with widely used SaaS business applications, including Google for Work, Zendesk, Salesforce's Sales Cloud, Clio, and other CRM solutions.

• Represented Shelbourne Capital LLC in its new joint venture with Red Lion Hotels Corporation, a Spokane, Washington-based public company, involving the acquisition, equity and debt financing, and a capital improvement program for twelve hotels located in Washington, California, Oregon, Idaho, and Utah.

• Represented a UK company in connection with the divestiture of its Israeli navigation-software subsidiary to a major U.S. information technology company for a reported $300 million.

• Represented the owners of a construction management and consulting company, in the sale of all of the membership interests to a subsidiary of a NYSE listed global provider of architecture, design, engineering, and construction services.

• Represented Sunoco Inc. in the sale of its polypropylene business, Sunoco Chemicals Inc., to Braskem SA for $350 million.

• Represented stockholders of Topaz Pharmaceuticals, Inc. in its sale to Sanofi-Pasteur, the vaccines unit of French pharmaceutical company Sanofi-Aventis, in advance of the FDA's approval of the Pennsylvania biopharmaceutical company's new drug application for Sklice lotion, an ivermectin-based topical treatment.

• Represented a New York Stock Exchange-listed manufacturing company in its $330 million merger with an affiliate of a private investment partnership with over $600 million in committed equity.

• Counsel to five entities in the insurance industry in connection with their separate sales to a New York Stock Exchange publicly traded company.

• Counsel to a New York Stock Exchange-listed bank holding company in transactions in which other public companies assumed deposit liabilities totaling approximately $3.07 billion and purchased loan portfolios and other assets totaling approximately $1.7 billion.

• Counsel to an affiliate of a NASDAQ-listed insurance company in its acquisition of an Iowa mutual insurance company and its subsequent demutualization.

• Represented Fortune 100 company in its sale of a chemical plant.

• Counsel to a New York Stock Exchange-listed manufacturer in its acquisition of an Italian manufacturer of motors.

Capital Markets

• Counsel to a NASDAQ-listed insurance company in a $100 million secondary public offering of stock by a significant shareholder.

• Counsel to a leading worldwide manufacturer and distributor of specialty chemical and foam packaging products for the foodservice, insulation and packaging industries in its $60 million, $100 million and $135 million debt offerings.

• Counsel to a New York-based financial consultant registered as a broker-dealer in a $137.5 million rights offering.

• Represented REIT in $90 million 144A convertible senior note offering.

• Represented Erie Indemnity Company, a Nasdaq-listed company, in a $75 million tender offer for all publicly owned shares of Erie Family Life Insurance Company.

• Counsel to a NASDAQ-listed public company in an attempted spin-off initial public offering and to a distributor of specialty chemical and foam packaging products, distributor of oncology diagnostics products, for-profit university and professional employer organization in attempted initial public offerings.

• Represented a manufacturer of disposable foodservice and specialty chemical products in a $70 million 144A high yield senior secured floating rate note offering and a private placement of $25 million series A preferred stock and warrants.

• Counsel to a publicly held real estate investment trust as issuer in its $50 million offering of trust preferred securities.

Emerging Business/Venture Capital

• Counsel to numerous emerging businesses, including software companies, mobile application developers, internet companies, service providers, medical device and biotechnology companies, healthcare technology companies and consumer product companies in their respective formation and other ongoing corporate matters, including financings, corporate structure and governance, negotiation of contracts and exit strategies.

• Counsel to venture capital firms in investments in technology and biotechnology companies.

Admissions

• Pennsylvania
• Supreme Court of New Jersey
• Supreme Court of Pennsylvania

Education

• New York University School of Law, J.D., 1995
• The Wharton School of the University of Pennsylvania, B.S., 1992

Experience

• Duane Morris LLP
  - Partner, 2004-present
  - Associate, 1995-2003

Professional Activities

• Entrepreneur's Forum
  - Past President and Director
• Member of IT Investment Advisory Committee for Ben Franklin Technology Partners of Southeastern Pennsylvania

Board Memberships

• The Arc Alliance
  - Past President and Current Director
• MARC Advocacy Services
  - Past Director

Honors and Awards

• Listed in Best Lawyers in America, 2024

Selected Publications

• Contributor, Duane Morris Capital Markets Blog
• Co-author, "SEC Proposals for Compensation Committees and Compensation Advisers," Duane Morris Alert, April 25, 2011
• "Buyer's Remorse: Reverse Breakup Fees Can Get Potential Buyers Off the Hook, But at What Cost?" Mergers & Acquisitions Supplement to The Legal Intelligencer, March 3, 2008
• "Environmental Lessons for the Development of a Market-Based Community Reinvestment Act System," NYU Environmental Law Journal, 1995.

Selected Speaking Engagements

• Regular presenter to the Wharton Venture Initiation Program in connection with legal issues impacting early stage companies.
• Moderator, "Medtech Future Trends and Funding Outlook," Philadelphia Alliance for Capital & Technologies, Webinar, May 28, 2020
• Panelist, "Entrepreneurship Through Business Acquisition - Legal Considerations," Seminar, May 8, 2018
• Moderator, "Supporting Innovation Through Effective Collaboration Between Corporations and Startups," PACT Capital Conference, November 2, 2017
• Moderator, "Valuation Creation via Disruption," IMPACT Capital Conference, November 30, 2016
• Panelist, "The Term Sheet Cheat Sheet," DreamIt Webinar, November 29, 2016
• Panelist, "Confessions of a VC Lawyer," DreamIt Webinar, May 16, 2016
• Moderator, "Emerging Labor & Employment Issues for Private Equity Acquirers," ACG Intergrowth Conference, April 14, 2015
• Panelist, "Maximizing and Monetizing the Value of Your Business," Entrepreneurs Forum of Greater Philadelphia, October 22, 2014
• Panelist, "What Keeps Entrepreneurs Up at Night: Legal Aspects of Seed Financings & Other Funding Options," Philly Tech Week, April 8, 2014
• Panelist, "Crowdfunding and Rule 506(c): Brave New Capital-Raising World," Pennsylvania Business Brokers Association, April 2, 2014
• Moderator, "B2B Models of Entrepreneurship," Wharton Entrepreneurship Conference, February 17, 2012