Etahn M. Cohen concentrates his practice in corporate, securities and information technology. He represents entrepreneurs, closely-held and middle-market businesses and their investors, acting as an outside general counsel for many of his clients.
His practice reflects a wide range of businesses, including startups and established companies in all types of corporate and business representations – formation, mergers, acquisitions and divestitures, structuring, financing, commercial transactions and corporate work, and matters involving partnerships and limited liability companies.
Etahn also has substantial experience in the purchase and sale of distressed assets, the counseling of troubled companies and in representing receivers and other parties in complex liquidations, out-of-court workouts and reorganization proceedings.
He provides general corporate counseling to companies in a wide variety of industries, including computer software and web-based services, software development, publishing, securities and futures trading, investment advisers and manufacturing.
Etahn has over two decades of experience in advising business on information technology and intellectual property matters in areas such as privacy, licensing and the sale of intellectual property, issues of data ownership and security, the structuring of software as a service relationships, cloud computing and traditional trademark and copyright matters.
American Bar Association
Illinois State Bar Association
Chicago Bar Association
Selected by peers as a Leading Lawyer in: Closely & Privately Held Business; Corporate Finance; Computer & Technology; and Copyright & Trademark (2013-2017)
American Bar Association publishes third revised version of Reorganizing Failing Businesses treatise featuring chapters co-authored by five Sugar Felsenthal Grais & Hammer LLP partners.
The American Bar Association published its Reorganizing Failing Businesses treatise, which included chapters entitled, “United States Securities Laws Implications of Corporate Restructurings” co-authored by Aaron L. Hammer, Mark S. Melickian and Etahn M. Cohen and “Financing a Chapter 11 Case: Debtor-in-Possession Financing” co-authored by Jonathan P. Friedland and Elizabeth B. Vandesteeg.
ABI Journal features article by Etahn M. Cohen and Myles R. MacDonald entitled “Rights of First Refusal: Contending with Rejection”
The October 2014 edition of the ABI Journal includes a feature article entitled, "Rights of First Refusal: Contending with Rejection," authored by Etahn M. Cohen and Myles R. MacDonald.
Ten attorneys at Sugar Felsenthal Grais & Hammer LLP have been recognized by Leading Lawyers Magazine for their selection by their peers as top lawyers in Illinois.
Sugar Felsenthal Grais & Hammer LLP Named Among 2013's Top Ranked Law Firms by LexisNexis® Martindale-Hubbell®
Sugar Felsenthal Grais & Hammer LLP has been named one of 2013's Top Ranked Law Firms across the United States by LexisNexis® Martindale-Hubbell®.
Sugar Felsenthal Grais & Hammer LLP recognized by M&A Advisor as borrowers' counsel for Refinancing Deal of the Year Award
On January 27, 2017, The M&A Advisor announced the Refinancing of Chicago American Manufacturing & its Affiliated Companies as its “Refinancing Deal of the Year (Under $250MM)” for its 11th Annual Turnaround Awards Program. As counsel to the Borrowers in the refinancing transaction, The M&A Advisor has recognized Sugar Felsenthal Grais & Hammer LLP for its role as counsel to CAM in its refinancing transaction.
Etahn Cohen serves as panelist during West Legal webinar entitled, “Intellectual Property 101: IP Issues in Setting up a Website”
On Tuesday, September 9, 2014 Etahn Cohen served as a panelist during a webinar entitled “Intellectual Property 101: IP Issues in Setting up a Website”
Etahn Cohen discusses Article 9 secured transactions during webinar sponsored by Financial Poise and West Legal
On August 20, Etahn Cohen served as a panelist for a seminar on secured transactions sponsored by Financial Poise and West LEgal
Michael Brandess and Etahn Cohen discussed How to Resolve Shareholders' Disputes for webinar sponsored by Financial Poise and West Legal Webinar
Michael Brandess and Etahn Cohen discussed Resolving Shareholders' Disputes during Financial Poise and West Legal Webinar
Etahn Cohen lectures at Northwestern University Kellogg School of Management on health information technology contracts
Etahn Cohen spoke to students in the Health Information Technology class at the Northwestern University Kellogg School of Management about key issues in health information technology contracts.
In this presentation to the Chicago Bar Association, Etahn M. Cohen discussed the then emerging practice and mechanics of tracking users on the internet. The presentation then discussed the litigation, regulatory and privacy concerns raised by this activity.
In this presentation given to the Chicago Bar Association, Etahn M. Cohen discussed the results of an American Bar Association survey of the indemnification provisions of publicly available mergers and acquisition agreements. The presentation then discussed the issues revealed by the survey and the tensions that exist between the positions of buyers and sellers.
Civic & Professional
- Chairman of the Board of Directors, Cohen Camps and Cohen Camps of Massachusetts, not-for-profit corporations operating summer camps for over 60 years
- Former Chairman, Chicago Bar Association, Cyberlaw Committee and Commercial Finance Committee
Etahn M. Cohen's recent or notable engagements and experience includes:
- Represented business owners in the sale of all or a major portion of their businesses and the purchase of new businesses in transactions ranging from $1-$100 million.
- Assisted manufacturing company in corporate structuring for expansion of operations to Mexico, including establishment of maquiladora.
- Continuing representation of proprietary trading firm since formation, including initial capital raise and follow on investments, development and implementation of employee equity incentive plan and general corporate issues.
- Represented start-up transportation company that has grown into one of the largest providers of livery services in the Chicago area in initial formation, equity offering, and follow-on financing.
- Represented an information services provider in numerous software-as-a-service agreements with Fortune 500 companies.
- Represented entrepreneurs with the structuring and raising of capital through private placement transactions with private investors and venture capital funds.
- Represented small to medium businesses in obtaining bank financing, tax-exempt bond financing, factor financing and other types of secured and unsecured debt financing from $1-$150 million.
- Represented funds specializing in distressed assets in the purchase of secured claims of bankrupt companies, the purchase of distressed assets and the sale of distress assets out of bankruptcy.
- Counseled clients with respect to trademark litigation before the Trademark Trial and Appeals Board.
- Represented a public company in connection with an acquisition of Midwest construction equipment rental business valued in excess of $100 million. Assisted with negotiating purchase contract (structured as both stock and asset purchase based on multiple selling entities), completing due diligence, transferring all applicable leases, licenses and assets and the separate transfer of real estate used by the seller and owned by a related entity.
- Represented purchaser of Chicago area equipment rental business valued in excess of $22 million through stock purchase. Assisted with all aspects from drafting and negotiating letter of intent through closing.
Information Technology Transactions
- Represented developer of cross-channel marketing databases in numerous software-as-a-service agreements with Fortune 500 companies.
- Drafted software licenses as part of data services agreements and as stand-alone licenses.
- Negotiated a software escrow arrangement to create a back-up for cloud computing arrangement used by hotel operator.
- Drafted trademark, copyright and patent licenses, security agreements and assignments.
- Represented data services company in the negotiation of a co-location agreement for additional space for remote servers.
- Negotiated application development agreement for mobile applications to extend client's platforms.
- Represented software author and web tool creator in the sale and license of software to a major securities exchange.
- Counseld start-up entrepreneur with respect to his websites and issues with respect to the sale of websites and the use of third party content.
- Represented software developer in the license of administrative software to a local community college including the development of additional software modules.
- Analyzed for client coverage in a cyber-risk insurance policy.
- Represented publishing company with respect to its disclosure obligations after it was revealed that its website had been compromised and credit information stolen.
- In re Rite Way Mechanical Installations, Inc. (Bankr. D. Minn.). In this matter, the firm represented a distressed investor which acquired the senior secured debt from a commercial bank during a hotly-contested chapter 11 proceeding. We then managed virtually every aspect of the debtor's going concern liquidation, from conducting the sell-side process with the debtor's investment banker, to negotiating a stalking-horse transaction, and conducting the auction and then ultimately closing the transaction with the winning bidder.
- Official Committee of Unsecured Creditors of Natural Pork Production II, LLP (Bankr. S.D. Iowa). Natural Pork is one of the lead hog farming operations in the Midwest with operations both foreign and domestic and annual revenues around $15 million. Our attorneys currently represent the creditors’ committee, working with the debtor and various other parties in interest to effectuate the successful liquidation of the company’s assets.
- Official Committee of Unsecured Creditors of Trainor Glass Company (Bankr. N.D. Ill.). Our attorneys currently represent the unsecured creditors of Trainor Glass Company, the third largest construction glass company in the U.S., in its chapter 11 case. In this engagement, we worked closely with the debtor and its primary secured lender to negotiate a settlement of the secured lender’s undersecured claim under which the lender agreed to segregate assets previously covered by its security interest, and specifically dedicate the proceeds of those assets for the satisfaction of general unsecured claims.