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Dennis L. Cohen

Co-Chair, Tax

: Philadelphia
One Liberty Place
1650 Market Street
Suite 2800
Philadelphia, PA 19103
P: (215) 665-4154
TF: (800) 523-2900
F: (215) 701-2454

Dennis L. Cohen

Recent Publication:
2018 Year-End Tax Update
Dennis Cohen takes a humorous (or as humorous as tax attorneys get) look at tax law developments from 2018.
More

Dennis is resident in the Philadelphia office of Cozen O'Connor where he co-chairs the Tax Practice Group. He has more than 35 years of experience advising clients on a broad range of federal, state, and local income tax matters, with an emphasis on the tax-wise structuring of commercial transactions, planning to minimize the tax burdens of businesses and individuals, and handling tax controversies with the Internal Revenue Service and other taxing authorities.

Dennis has a particular focus on advising clients on all aspects of the life cycle of businesses, and has advised clients spanning from startups and emerging businesses to large corporations. He has worked with clients from a wide variety of industries on issues relating to formation, capital structure, and capital raising, equity-based compensation techniques for founders and key executives, joint ventures, and exit strategies such as mergers, acquisitions, sales, and IPOs. He also maintains a robust exempt organization practice.

In addition to his mergers and acquisitions practice, Dennis has achieved noteworthy success on behalf of his clients in a number of important controversy matters. His work in this area has involved securing abatement in tax fraud matters, negotiating settlements of difficult collection issues on behalf of companies, and handling appeals of major, substantive tax disputes with the IRS Appeals Office. He has represented numerous individuals in resolving issues concerning undisclosed offshore accounts.

Dennis is listed in the Best Lawyers in America and, for many years has been selected for inclusion in the Pennsylvania Super Lawyers list. He frequently speaks and writes on federal income tax law issues and developments, and has served as a source in leading business publications, including The Financial Times, The Wall Street Journal, and The Legal Intelligencer. He has appeared as a commentator on tax issues on local television and radio news shows, including National Public Radio and Comcast Newsmakers. Dennis authors the popular “Annual Year-End Tax Update” which offers a detailed, but irreverent, look at select important or humorous tax developments. He served as an adjunct professor of taxation in the graduate program at Philadelphia University from 1993-2000, as well as a member of the Council of the Tax Section of the Philadelphia Bar Association.

Dennis attended the University of Pennsylvania where he received his Bachelor of Arts degree and received his J.D. from the University of Pennsylvania Law School.

Experience

Represented Hospital Service Association of Northeastern Pennsylvania d/b/a Blue Cross of Northeastern Pennsylvania (BCNEPA) in its acquisition by merger by Highmark Inc. As part of the transaction, BCNEPA contributed $90 million to two charitable organizations and Highmark is obligated under certain circumstances to contribute another $10 million in the future. This transaction was the first transaction in nearly 20 years in which two Pennsylvania Blue Cross/Blue Shield licensees had successfully combined.

Counseled a large, multi-state nursing home on tax matters from the business' inception through its sale.

Organized and advised charitable foundations for two of Philadelphia's major sports teams.

Represented La Colombe Torrefaction, INC., a nationwide coffee roasting company with both wholesale and retail operations, in a recapitalization and $28 million sale of a majority interest to Goode Partners, and then in a subsequent recapitalization and investment by a third-party investor.

Represented three senior executives of Samuel T. Freeman and Company, the oldest auction house in the United States, in connection with their purchase of a controlling interest in the company. Until this transaction, the 210-year-old company had been continuously family-owned. The transaction included the sale of the company’s Philadelphia headquarters, where the company had operated for more than 100 years. Additionally, the involvement of a non-U.S. citizen purchaser required that the deal be structured with particular care for tax purposes.

Represented an influencer marketing company in connection with its acquisition by a leading intelligent commerce intermediary. This multi-faceted transaction drew on the experience of the firm's corporate, tax, antitrust, employment, benefits, and intellectual property attorneys.

Represented Spell Capital Partners, LLC in its acquisition of Viking Plastics, a leading manufacturer of tight-tolerance proprietary and custom injection molded products and assemblies for the automotive, HVAC, and industrial markets.

Represented WWSC Holdings, LLC, one of the largest structural steel fabrication and erection companies in North America, in connection with the acquisition by Alleghany Capital Corporation of a majority interest in the company.

Represented Harry R. Hirshorn & Co. (d/b/a Hirshorn Boothby), a full-service insurance agency headquartered in Philadelphia, in its sale to Bryn Mawr Trust.

Represented Universal Hospital Services, Inc. in its acquisition of Radiographic Equipment Services, Inc., a leader in medical imaging solutions.

Represented Spell Capital Partners, LLC in its acquisition of Viking Engineering & Development, Inc., a manufacturer of automated wood pallet and bedding manufacturer equipment. The transaction drew on the experience of the firm's corporate, employee benefits, tax, real estate, intellectual property, and environmental attorneys.

Represented The Institutes, a leading education and research provider for the risk management and insurance industry, in its strategic acquisition of substantially all of the assets of Claims Litigation Management (CLM) and Claims Pages. CLM is the largest member organization of insurance professionals. The seller's businesses include insurance conferences, local chapter events, online resources, and other member benefits. This transaction drew on the experience of the firm's corporate, tax, intellectual property, labor & employment, and employee benefits & executive compensation attorneys.

News

MLB's Pitch to IRS: Let Us in on Tax Law's New Break

October 10, 2018

Dennis Cohen, co-chair of the firm’s Tax Practice, discusses Major League Baseball’s opposition to a tax regulation that would deny sports franchises a deduction in The Wall Street Journal.

126 Cozen O’Connor Attorneys Named to the Best Lawyers in America

August 22, 2018

One hundred twenty-six Cozen O’Connor lawyers from 20 of the firm’s national offices have been selected for inclusion in the 2018 edition of The Best Lawyers in America.

Cozen O’Connor Advises Wilco Electronic Systems in Sale of Cable Assets to Comcast Corporation

December 18, 2017

The national corporate practice group at Cozen O’Connor represented Wilco Electronic Systems, Inc., a provider of communication services to educational, government, and low-income communities throughout Philadelphia, in the sale of its cable assets to Comcast Corporation, one of the largest internet providers in the United States.

Eurofins Scientific Acquires EAG Laboratories for $780 Million

December 05, 2017

The national corporate practice and international practice at Cozen O’Connor represented Eurofins Scientific SE in the acquisition of EAG Laboratories from affiliates of Odyssey Investment Partners. The transaction is valued at $780 million on a cash-free, debt-free basis, and closed on December 1, 2017.

100 Cozen O’Connor Lawyers Named to the Best Lawyers in America

August 23, 2017

Lawyers were selected for inclusion in the 2018 edition based on a rigorous peer-review that has been developed and defined for more than 30 years.

Cozen O’Connor Launches Capital Markets Group Multidisciplinary Team Serves Expanding, Global Capital Markets’ Client Base

July 07, 2009

Cozen O’Connor Launches Capital Markets Group Multidisciplinary Team Serves Expanding, Global Capital Markets’ Client Base

Cozen O’Connor Attorneys Named 2009 Pennsylvania Super Lawyers By Law & Politics

May 28, 2009

Cozen O’Connor is proud to announce that 52 attorneys from the firm’s Philadelphia and West Conshohocken offices have been named 2009 Pennsylvania Super Lawyers by Law & Politics, and will appear in the June 2009 issues of Philadelphia magazine and Pennsylvania Super Lawyers.

Cozen O’Connor Attorneys Handle S-4 Business Combination Proxy For Middle Kingdom Alliance Corp.

May 27, 2009

Cozen O’Connor Attorneys Handle S-4 Business Combination Proxy For Middle Kingdom Alliance Corp.

Cozen O’Connor Member Dennis L. Cohen Presents 2008 Year-End Tax Update For Brindisi Tax Academy

December 15, 2008

Cozen O’Connor Member Dennis L. Cohen Presents 2008 Year-End Tax Update For Brindisi Tax Academy

Cozen O’Connor Members Dennis L. Cohen And Aaron Krauss Present Malpractice Avoidance Seminar For Brindisi Tax Academy

October 25, 2008

Cozen O’Connor members Dennis L. Cohen and Aaron Krauss recently presented a seminar on ''Accountants’ Malpractice Claims and How to Avoid Them,'' for the Brindisi Tax Academy. The event was attended by accountants and accounting professionals, and was held at the Radnor Hotel in Radnor, Pa.

Cozen O’Connor Attorneys Named Pennsylvania Super Lawyers By Law & Politics

May 29, 2008

Cozen O’Connor is proud to announce that 42 attorneys from the firm’s Philadelphia and West Conshohocken offices have been named 2008 Pennsylvania Super Lawyers by Law & Politics, and will appear in the June 2008 issues of Philadelphia magazine and Pennsylvania Super Lawyers.

2018 Year-End Tax Update

December 11, 2018

Dennis Cohen takes a humorous (or as humorous as tax attorneys get) look at tax law developments from 2018.

Tax Reform Provisions Affecting Exempt Organizations [Tax Alert]

January 03, 2018

Dennis Cohen continues the firm's series summarizing the Tax Cuts and Jobs Act, specifically focusing on changes to the tax code that impact exempt organizations.

2017 Year-End Tax Update [The Year in Review]

December 14, 2017

Dennis Cohen takes a humorous (or as humorous as tax attorneys get) look at tax law developments from 2017.

Sports Teams Can Deduct Full Cost of Pre-Game Meals for Traveling Employees at Hotels at Away Games [Tax Alert]

June 29, 2017

The Tax Court has allowed the owners of the Boston Bruins hockey team (a subchapter S corporation) to deduct 100 percent of the cost of pre-game meals at hotels for employees while traveling for away games.

2016 Year-End Tax Update

December 13, 2016

Dennis Cohen takes a humorous look back at the developments in tax law.

2015 Year End Tax Update

December 31, 2015

An informative and humorous look back at 2015 tax matters.

2014 Year-End Tax Update

December 15, 2014

An informative and humorous look back at 2014 tax matters, including the IRS's 2015 inflation adjustments, employment tax matters, accounting matters and court decisions.

IRS Issues Important Historic Rehabilitation Tax Credit Guidance [Tax Alert]

January 09, 2014

On December 30, 2013, the Internal Revenue Service issued its long-awaited historic rehabilitation tax credit guidance in the form of a Revenue Procedure that outlines a safe harbor for allocations of the Code Sec. 47 tax credits to partners in a partnership. The impetus for this guidance grew out of the 2012 3rd Circuit opinion in Historic Boardwalk Hall, LLC v. Commissioner, 694 F.3d 425 (3rd Cir. 2012), cert. denied, U.S., No. 12-901, May 28, 2013. In Boardwalk, the court determined that the tax credit investor’s return from the historic tax credit partnership was effectively fixed and that the investor had no meaningful downside risk. It concluded that the investor “lacked a meaningful stake in either the success or failure” of the partnership and was not a “bona fide partner.” As a result, the allocation of the rehabilitation tax credits to the partner by the partnership was disallowed.

2013 Year-End Tax Update [Tax Alert]

December 31, 2013

We are pleased to present the 2013 Year-End Tax Update, as presented by Dennis L. Cohen at the Brindisi Tax Academy. It combines humor and important tax developments.

Spring 2009 [Business Law Observer]

May 01, 2009

Spring 2009 - Business Law Observer - The Spring edition addresses many issues raised by the unprecedented economic troubles. Our articles touch upon banking relations, the American Recovery and Reinvestment Act of 2009, opportunities for businesses and non-profits created by the Act, and other important topics. While merger activity has slowed considerably,
nevertheless, as our economy recovers, we offer a primer on compliance with FTC rules as merger transactions increase.

2018 Brindisi Tax Academy	St. Davids, PA	06/22/2018
The Ramifications of the Tax Cuts and Jobs Act on Corporations and Businesses	Philadelphia, PA	06/04/2018
2016 Year End Tax Update	Radnor, PA	12/09/2016
2016 Brindisi Tax Academy	St. Davids, PA	09/23/2016
2015 Year-End Tax Update	Radnor, Pa	12/11/2015
Dennis Cohen & Cheryl Upham to Address Brindisi Tax Academy	St. Davids, PA	10/25/2013
Accountants' Malpractice Suits and How to Avoid Them	Radnor, PA	09/19/2008

Practice Areas

Tax

Mergers & Acquisitions

Nonprofit & Tax-Exempt Organizations

Education

University of Pennsylvania Law School, J.D., 1972
University of Pennsylvania, B.A., 1969

Awards & Honors

Best Lawyers in America 2018-2019

Pennsylvania Super Lawyers 2004-2012, 2014

Bar Admissions

Pennsylvania

Court Admissions

Affiliations

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