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Justin S. Cohen

New York City

+1 (212) 837-6362

[email protected]
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Justin S. Cohen is a counsel in the New York office of Hughes Hubbard & Reed LLP. He focuses on the tax aspects of domestic and international mergers, acquisitions, and spin-offs, aviation and equipment finance and leasing transactions, corporate finances, securities offerings and bankruptcy and financial restructurings. He also has experience working on the tax aspects of cross-border investment structuring and private equity and hedge fund formation. Justin regularly counsels private foundations and other not-for-profit entities on a variety of compliance issues.

Highlighted Speaking Engagements

  • Speaker, NYU Tax Conference (2022, 2023)

Highlighted Publications

  • Co-author, "Avoiding IRS Art Donation Audits Requires an Up-Front Checklist", Bloomberg Tax, May 7, 2024

Recognition

  • Recommended in The Legal 500 United States in Tax: US Taxes Non-Contentious (2022 - 2024)
  • Recommended in The Legal 500 United States in International Tax (2024)

Professional Activities

  • Member, New York State Bar Association, Section of Taxation
  • Former Chair, Under 10 Club, New York State Bar Association, Section of Taxation

Awards

  • Recipient, Presidential Volunteer Service Award, 2016
  • Recipient, The Legal Aid Society’s Pro Bono Publico Award, 2016

Highlighted Matters

  • Representation of Sphere Entertainment, a live entertainment and media company, in its acquisition of Advanced Electronic Design, an engineering product development firm.
  • Representation of global information technology leader Infosys in its acquisition of MRE Consulting, a Houston-based energy consulting company
  • Representation of Geller & Company on the sale of its multi-family office business to Corient, one of the fastest-growing national wealth advisors in the U.S.
  • Representation of the following SPACS backed by investment firm Kensington Capital Partners:
    • Kensington Capital Acquisition Corp. IV in connection with its $939 million merger with Amprius Technologies, Inc., a nanowire battery company; and
    • Kensington Acquisition Corp. in connection with its $3.3 billion merger with QuantumScape, an electric vehicle battery supplier backed by Volkswagen Group.
  • Representation of London-based Bloomsbury Publishing (BMY), the publisher of the Harry Potter series, in its acquisition of the academic imprints and associated titles of Rowman & Littlefield, its biggest acquisition to date.
  • Representation of Knorr-Bremse AG in its approximately €630 million acquisition of the North American conventional rail signaling business of Alstom.
  • Representation of Rheinmetall AG in its $950 million acquisition of Loc Performance Products.
  • Representation of a bank club in connection with a $300 million sustainability-linked revolving credit facility for Brazilian energy company Raízen.
  • Representation of Sotheby’s in connection with a $1 billion minority investment round with Abu Dhabi-based investment and holding company ADQ and other investors.
  • Representation of Rheinmetall AG (RHM) in its pending $950 million acquisition of Loc Performance Products.
  • Representation of Griffin Global Asset Management in a senior unsecured notes offering and subsequent add-on totaling $700 million.
  • Representation of alternative investment firm AURELIUS in the acquisition by its portfolio company, ZIM Aircraft Seating, of HAECO Cabin Solutions from HAECO Group.
  • Representation of Stanadyne and its subsidiary Pure Power on their section 363 asset sale to an entity formed by Cerberus, the prepetition agent and secured lender.
  • Representation of JOST Werke SE in the acquisition of Crenlo do Brasil from Angeles Equity Partners.
  • Representation of the venture capital arm of Banco Bradesco on its R$17 million seed investment in Brazilian web security start-up Exato Digital.
  • Representation of global aircraft inventory solutions provider DASI in the sale of 50% of the outstanding ownership of DASI to Marubeni Corporation, a publicly traded Japanese company that is one of the world’s largest trading and investment conglomerates, and related joint venture arrangements. The transaction saw minority investor Fortress Investment Group exit its investment in DASI.
  • Representation of Cyclerion Therapeutics, Inc. in the sale of the rights to two drugs to a company newly-formed by certain existing Cyclerion shareholders and venture capital firms in exchange for cash and shares of stock in the new company.
  • Representation of Madison Square Garden Entertainment Corp. in connection with the purchase of a controlling interest in, and the subsequent sale of, Tao Group Hospitality, operator of more than 80 branded locations in over 20 markets across four continents, including the Tao, Marquee, Lavo, Avenue, The Stanton Social, Beauty & Essex and Avenue restaurants and nightclubs.
  • Representation of MSG Sports in connection with the combination of Counter Logic Gaming, of which MSG Sports previously owned a controlling interest, with NRG, a professional gaming and entertainment company. As a result of the transaction, MSG Sports now owns a noncontrolling equity interest in the larger, combined NRG/CLG company.
  • Representation of a syndicate of 7 banks in connection with a $600 million term loan pre-export finance facility for Brazilian joint venture that produces sugar, ethanol and bioenergy. 
  • Representation of Greenbriar Equity Group LLC in connection with the acquisition of automotive aftermarket parts and accessories distributor JEGS High Performance.
  • Representation of Hyve Group, an international organizer of exhibitions and conferences, in connection with its acquisition of healthcare event company HLTH.
  • Representation of AMC Networks in connection with the acquisition of Sentai Holdings, a global supplier of anime content and merchandise.
  • Representation of CF Finance Acquisition Corp. VI, a SPAC backed by Cantor Fitzgerald, in connection with its proposed $2.1 billion IPO merger with Rumble Inc. that took the Canadian neutral video platform public.
  • Representation of Santander Consumer USA Holdings Inc. in connection with its sale to parent company and majority shareholder Santander Holdings USA Inc. in a $2.5 billion deal that took the Dallas-based auto lending and consumer finance company private.
  • Representation of SPAC Isos Acquisition Corp., in connection with its $2.6 billion IPO merger with Bowlero Corp. that took the world’s largest owner and operator of bowling centers public.
  • Representation of CF Finance Acquisition Corp. V, a SPAC backed by New York investment firm Cantor Fitzgerald, in connection with a $850 million IPO merger with Satellogic that took the satellite earth imagery provider public.
  • Representation of U.K. sports and fashion retailer JD Sports Fashion in acquisitions of U.S. athletic footwear, apparel and accessories retailers DTLR Villa, Shoe Palace and Nice Kicks.
  • Representation of a nine-bank group led by Crédit Agricole Corporate and Investment Bank on a $1.5 billion term loan credit facility to the Vale Base Metals Limited group.
  • Representation of Wafra Capital Partners in the acquisition of EasyPay Finance, a provider of consumer installment financing for automotive services.
  • Representation of global information technology leader Infosys in its acquisition of Kaleidoscope Innovation, a full-spectrum product design, development and insights firm.
  • Representation of Allegiance Crane & Equipment, a construction equipment rental company, in a $65 million senior secured revolving credit facility provided by JPMorgan Chase Bank and CIBC Bank USA.
  • Representation of Turnitin, a subsidiary of Advance Publications, in connection with its acquisition of online assessment platform Examsoft.
  • Representation of global leader in next-generation digital services and consulting Infosys in the acquisition of Blue Acorn iCi, a digital services and consulting agency. 
  • Representation of Cenveo Inc. in the carve-out sale of its content services business to CJK Group Inc.
  • Representation of Citigroup Global Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as the underwriting group, in a $2 billion public debt offering by ViacomCBS Inc. comprised of $1 billion in 4.2% senior notes and $1 billion in 4.95% senior notes.
  • Representation of Griffin Global Asset Management in connection with a $550 million dollar joint venture with Bain Capital to form an aircraft leasing company.
  • Representation of MUFG Union Bank as liquidity facility provider for a $485 million asset-backed securitization (ABS) for Irish aircraft lessor BBAM Aviation Services.  Citi, Credit Suisse and Mizuho acted as joint lead structuring agents and joint lead bookrunners for the transaction – Horizon Aircraft Finance II (Horizon 2019-1) which is supported by a fleet of 20 narrow-body aircraft.
  • Representation of the underwriting group in a $2.5 billion public debt offering by ViacomCBS Inc. comprised of a 4.75% and 4.9% senior notes. The underwriting group included BofA Securities, Goldman Sachs & Co., J.P. Morgan Securities and Morgan Stanley & Co.
  • Representation of global information technology leader Infosys in its acquisition of Simplus, the global leader of Salesforce quote-to-cash.
  • Representation of BNP Paribas Securities Corp. in connection with a $189 million aircraft asset-backed securitiztion (ABS) for Vx Capital Partners, a cargo aircraft management and leasing firm.
  • Representation of Platinum Equity in its $1.9 billion acquisition of Wesco Aircraft.
  • Representation of Bank of America as facility agent, structuring agent and joint lead arranger in connection with a $300 million aircraft warehouse facility for a new join venture leasing vehicle established by Elliot Management and SkyWorks Leasing, an aircraft management services company.
  • Representation of a bank group led by Rabobank, a Dutch multinational banking and financial services company, in a $132 million sustainability-linked export prepayment facility for sugar company Tereos Açúcar e Energia Brasil S.A, the Brazilian subsidiary of global agricultural cooperative conglomerate Tereos.
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News

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Hughes Hubbard Advises Ualá on $300 Million Series E Fundraising Round
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Hughes Hubbard Reps Banks in $132M Sustainability-Linked Loan to Tereos Brazil
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Firm Reps Sotheby’s in $1 Billion Investment Round
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Hughes Hubbard Advises Aso O. Tavitian Foundation on Gift of 330+ Works of Art to the Clark Art Institute
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Firm Reps Rheinmetall in Acquisition of Loc Performance Products
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Hughes Hubbard Leads ANI Pharmaceuticals’ Acquisition of Alimera Sciences
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Firm Reps Bloomsbury in Complex $83M Acquisition of Rowman & Littlefield’s Academic Publishing Business
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Hughes Hubbard Advises on Knorr-Bremse's Acquisition of North American Rail Signaling Business from Alstom
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Firm Reps Wipro in $66M Aggne Global Acquisition
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Hughes Hubbard Promotes Four to Counsel
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Firm Advises Griffin on $700M Unsecured Notes Offerings
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Hughes Hubbard Advises AURELIUS in HAECO Cabin Solutions Acquisition
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HHR Advises Stanadyne and Pure Power on Section 363 Asset Sale
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HHR Advises JOST in Acquisition of Crenlo do Brasil
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HHR Assists Bradesco’s Startup Investment
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HHR Advises DASI in Its 50% Sale to Marubeni Corporation
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HHR Represents Cyclerion in Medicine Sale
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Firm Helps Griffin Push Warehouse Facility to $2 Billion
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HHR Advises MSGE and Tao in Sale to Mohari Hospitality
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HHR Leads Kensington’s Deal with Arrival
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Firm Guides CI&T’s First U.S. Acquisition
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Firm Advises Kensington Capital Acquisition Corp. IV In Merger With Amprius Technologies
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Firm Advises Cenveo on Sale of Custom Labels Group to Brook + Whittle
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HHR Advises Paraguay on $500.6 M Bond Issuance and Switch Tender Offer
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Firm Advises Cantor Fitzgerald SPAC in Business Combination with Rumble
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Firm Leads Isos in $2.6B SPAC Merger With Bowlero
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Firm Leads Banco Santander’s Auto Lending Unit in $2.5B Deal to Go Private
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Firm Advises on $276M IPO for Kensington Capital’s Industrials-Focused SPAC
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HHR Reps Cantor Fitzgerald SPAC in $850M Merger With Satellogic
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Hughes Hubbard Advises on $745M Aircraft Asset-Backed Notes Offering for Blackbird Capital II
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HHR Ignites Kensington Capital’s $1.5B SPAC Merger With Wallbox Chargers SL
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HHR Advises Tao Group Hospitality in Combination With Hakkasan Group
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Firm Reps Griffin JV in $1B First-of-Its-Kind Financing
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Firm Leads Grab in Going Public Via De-SPACing Merger at $40B Pro-Forma Valuation
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Hughes Hubbard Counsels Wipro in $1.45B Acquisition of British Consultancy Firm
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HHR Advises on Greenbriar’s $400M Sale of Nordco
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Hughes Hubbard Reps Spireon in Deal to Buy CalAmp’s Stolen Vehicle Solution
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Firm Guides ANI Pharmaceuticals in Deal to Buy Novitium Pharma
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Hughes Hubbard Assists Cantor Fitzgerald SPAC in Proposed Merger With AEye
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Hughes Hubbard Advises JD Sports in Deal to Buy DTLR Villa
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Firm Helps Grab Raise $2B in First Term Loan
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Firm Helps Maneuver Recapitalization of Seko Logistics
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Firm Assists JD Sports in Purchase of Shoe Palace and Nice Kicks
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Firm Advises Platinum Equity in Nesco’s $1.48B Deal
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Firm Leads Cantor Fitzgerald SPAC in Merger With View
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Firm Reps Turnitin in Deal to Buy ExamSoft
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Firm Advises Wipro in Purchase of Eximius Design
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Firm Assists Infosys in Deal to Buy Blue Acorn iCi
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HHR, Saud Advogados Shortlisted for Latin Lawyer Deal of the Year Awards
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Hughes Hubbard Reps Global IT Leader Infosys in Acquisition of Kaleidoscope Innovation
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Firm Paves Path for Kensington Capital’s $3.3B SPAC Merger
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Firm Wins Three More Aviation 'Deal of the Year' Awards
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Hughes Hubbard Reps Underwriting Group in ViacomCBS' $2.5B Offering
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Firm Shortlisted for Two Honors in The Deal Awards Middle Market 2020
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Hughes Hubbard Advises Global IT Leader Infosys in Acquisition of Simplus
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Andrew Braiterman Named Chair of the New York State Bar Association’s Tax Section
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​Firm Advises United Airlines on $325M Convertible Loans to Avianca Holdings
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Hughes Hubbard Honored Twice in The Deal’s Cross-Border Asia Awards
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Hughes Hubbard Paves Way for Completion of $3.7B Acquisition of Sotheby's
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Firm Guides Platinum Equity in $1.9B Deal for Wesco Aircraft
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Firm Advises on Airfinance Journal's 2018 ‘Deal of the Year’
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Hughes Hubbard Advises Wipro in Purchase of Digital Engineering Firm
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Hughes Hubbard Reps Pure Power Technologies in Sale to Stanadyne
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Firm Guides Daimler in Acquisition of Self-Driving Technology Company Torc Robotics
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Hughes Hubbard Involved in Two Matters Shortlisted for The Deal Awards
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Hughes Hubbard Advises Grab in Acquisition of Uber’s Southeast Asia Business
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Hughes Hubbard Advises Wipro in $405M Sale of Data Center Services Business
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Hughes Hubbard Helps Form Nonprofit for Young Artists
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Firm Advises Initial Purchaser Group in CBS' $900M Debt Offering
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Hughes Hubbard Wins ‘Americas Law Firm of the Year’ at Aviation 100 Awards
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Firm Advises Greenbriar in Sale of Transplace to TPG Capital
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Hughes Hubbard Scoops Up Another Aviation ‘Deal of the Year’ Award
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​Firm Represents Underwriters in $1.3B Viacom Debt Offering
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​Firm Advises MSG in Purchase of Majority Stake in Tao Group
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Firm Advises Arsia Therapeutics in Sale to Eagle Pharma
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Hughes Hubbard Receives Legal Aid Society's Pro Bono Publico Award
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Firm Advises Australia's Brambles in LeanLogistics Sale
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Hughes Hubbard Reps Epic Pharma in $550M Sale to Humanwell, PuraCap
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Hughes Hubbard Fuels Investor Group's Purchase of Pure Power Technologies
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Firm Guides Transplace's Purchase of M33 Integrated
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Firm Helps Chiltern Buy Drug Research Company
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Hughes Hubbard Represents ITT in its Acquisition of Wolverine Advanced Materials
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Firm Assists Heartland Food in Purchase of Iconic Splenda Sweetener Brand
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Firm Assists Greenbriar in SEKO Logistics Investment
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Firm Assists TruStile Doors in Sale to Marvin
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Hughes Hubbard Advises Merck in $9.5B Deal to Buy Cubist
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HHR Assists Greenbriar in Sale of Grakon to IGP
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Education
  • University of Pennsylvania Law School, J.D., 2014, Senior Editor, University of Pennsylvania Law Review
  • Wharton School, University of Pennsylvania, Certificate, Business Economics and Public Policy, 2014
  • Cornell University, B.S., 2010, magna cum laude
Bar Admissions
  • New Jersey, 2014
  • New York, 2015
Areas of Focus
Art Law
Asset Management
Aviation
Tax
Venture Capital

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