Rachel E. Cohn

Rachel Cohn focuses her practice on mergers and acquisitions, corporate governance, shareholder activism and SEC and other regulatory compliance issues, as well as a range of other corporate and securities matters.

Ms. Cohn has advised public and private companies in a variety of sale and acquisition transactions, including mergers, joint ventures and stock and asset acquisitions and divestitures. She also has counseled on a broad range of other corporate and securities matters, including securities law compliance, periodic reporting, shareholder rights plans, annual board of directors assessments and other corporate governance concerns.

Ms. Cohn has advised, among others:

• Cardinal Health, Inc. in its:
  • $6.1 billion acquisition of Medtronic plc’s patient recovery business segment
  • $1 billion sale of its Cordis business to an affiliate of Hellman & Friedman
• CME Group Inc. in:
  • its $6 billion acquisition of NEX Group plc
  • its $1 billion equity investment by Google LLC
  • transactions relating to its joint venture with S&P Global
• R. R. Donnelley & Sons Company in its proposed but terminated $2.1 billion acquisition by affiliates of Atlas Holdings LLC, and subsequent $2.3 billion acquisition by affiliates of Chatham Asset Management, LLC
• Essendant Inc. in its proposed but terminated $680 million acquisition of Genuine Parts Company’s business products group in a reverse Morris trust transaction, and its subsequent $996 million acquisition by an affiliate of Staples, Inc.
• American Equity Investment Life Holding Company in its strategic partnership with Brookfield Asset Management Inc. and its affiliates, which includes up to $10 billion of reinsurance with Brookfield, as well as Brookfield’s acquisition of up to a 19.9% ownership stake in American Equity
• Korea Zinc Co., Ltd. in its $332 million acquisition of an approximately 73% share in Igneo Holdings, LLC and its subsequent $110 million acquisition of the remaining minority stake
• Highline Management Inc. in connection with the $880 million sale of substantially all of the assets of Prime Automotive Group to Group 1 Automotive, Inc.
• TCP International Holdings, Ltd. in its acquisition by Quality Light Source GmbH

Ms. Cohn also dedicates a portion of her practice to pro bono work. She has advised, among others, individuals in asylum and eviction defense cases, as well as 501(c)(3) organizations in connection with various corporate governance matters and the negotiation of a wide range of commercial arrangements.

In recognition of her work, Ms. Cohn was named one of Best Lawyers’ 2023 Ones to Watch.