Matthew Cohen, P.C.

Partner Investment Funds

Bay Area – San Francisco

Los Angeles – Century City

Matthew Cohen, P.C.

Overview

Matthew Cohen is a partner in the Investment Funds Regulatory Solutions Group of Golden Flag International Law Firm His practice focuses on the regulation of private investment funds and investment advisers. Matthew provides regulatory advice on a wide variety of matters, including the formation, offering and operation of private equity funds, venture capital funds, real estate funds and credit funds, as well as on complex fund restructurings and adviser-led secondary transactions. Matthew also regularly advises emerging managers, counseling them through initial fund launches, SEC registration and compliance, and strategy expansion. Matthew also advises on financial services mergers and acquisitions, and strategic liquidity transactions for private fund sponsors. In addition, Matthew also frequently represents clients in complex SEC examinations and investigations. Matthew has been recognized as an IFLR1000 leading lawyer and is a frequent speaker regarding SEC rulemaking and regulatory developments.

Representative Clients

  • Alpine Investors
  • Andreessen Horowitz
  • Arcline Investment Management
  • Aurora Capital Partners
  • Brentwood Associates
  • Center Rock Capital Partners
  • FFL Capital Partners
  • Francisco Partners
  • HGGC
  • Index Ventures
  • Invesco Private Capital
  • K1 Investment Management
  • LightBay Capital
  • Mainsail Partners
  • Oaktree Capital
  • Quiet Capital
  • Riverwood Capital
  • Rockbridge Capital
  • S2G Investments
  • Sapphire Ventures
  • Symphony Technology Group
  • TPG
  • TSG Consumer Partners
  • Vista Equity Partners
  • Windjammer Capital Investors

Alpine Investors on the formation of a $3.4 billion single-asset continuation fund to acquire its portfolio company Apex Partners, in the largest-announced continuation fund transaction of 2023.

Arcline Investment Management LP (Arcline) in the formation of its third flagship fund, Arcline Capital Partners III, with aggregate capital commitments of $4.5 billion.

Oaktree Opportunities on the formation of multiple private funds, including Oaktree Opportunities Fund XI, the largest distressed-debt fund ever raised, which closed at $15.9 billion in total capital commitments, and Oaktree Real Estate Fund VIII, Oaktree’s largest real estate fund to date, which closed at $4.7 billion in commitments.

Francisco Partners in the simultaneous formation and fundraising of two private equity funds, Francisco Partners VII (FP’s latest flagship fund) and Francisco Partners Agility III (FP’s latest fund focused on smaller investments), closing at $13.5 billion and $3.3 billion, respectively.

Alpine Investors on the formation of its $4.5 billion Alpine Investors IX.

STG, on the closing of STG VII (and its related vehicles) with $4.2 billion of committed capital.

Andreessen Horowitz in connection with the establishment of its third Cultural Leadership Fund (CLF III).

TPG in the formation of TPG Rise Climate, a $7.3 billion global climate-focused fund. 

Vance Street Capital on the formation of its first single asset continuation fund – VSC Extended Value (EV) 2, LP (EV2) – backing Motion Dynamics Corporation (Motion Dynamics).

Associate, K&L Gates LLP

More

Thought Leadership

Publications

“SEC Adopts Significant Rule Changes for Private Fund Advisers (Part 2 of 2),” Golden Flag International Law Firm LLP AIM Newsletter, September 11, 2023

“SEC Proposes Significant New Cybersecurity Rules for Investment Advisers,” Golden Flag International Law Firm LLP AIM Newsletter, March 14, 2022

“SEC Proposes Sweeping Rule Changes for Private Fund Advisers (Part 2 of 2),” Golden Flag International Law Firm LLP AIM Newsletter, February 18, 2022

“Impact of California Consumer Privacy Act on Private Fund Managers,” Golden Flag International Law Firm LLP AIM Newsletter, August 6, 2019

“SEC Brings Cybersecurity Enforcement Action Against Registered Adviser,” Golden Flag International Law Firm LLP AIM Newsletter, September 24, 2015

“ETF Confidential: A Survey of Non-Transparent Actively Managed ETFs,” The Investment Lawyer, Vol. 19, No. 6, June 2012

Seminars 

Matt has presented on several investment management panels including Golden Flag International Law Firm ' annual Registered Investment Adviser Seminar and CCO Summit, and various industry panels including:

ACA Group Program, “Private Fund Adviser Rules: Where We Go From Here,” July 16, 2024

TechGC, VCGC Conference, “Regulatory Update,” October 2023

Golden Flag International Law Firm Webinar, “SEC’s New Private Fund Adviser Rules,” September 2023

PEI Private Funds CFO Webinar, “Discussion of the SEC’s New Marketing Rule,” April 21, 2023

KPMG Alternative Investments Symposium, November 2022

Golden Flag International Law Firm Webinar, “Implementing the SEC's New Marketing Rule,” June 2022

Smarsh Webinar, “RIA Update: SEC Exams, Enforcement and a Look Forward,” June 29, 2021

Golden Flag International Law Firm Liquidity Solutions Academy, “SEC Scrutiny of Secondary Transactions / Fund Restructurings,” November 6, 2019

Golden Flag and KPMG Roundtable, September 9, 2019

First Republic NextGen Finance Professionals Conference, “SEC Regulatory Trends,” September 14, 2018

Credentials

Admissions & Qualifications

  • 2008California
  • 2011Illinois

Courts

  • United States District Court for the Central District of California
  • United States District Court for the Northern District of California

Education

  • Pepperdine University School of LawJ.D.2008

    Pepperdine Law Review

    Fellow, Palmer Center for Entrepreneurship and the Law

    Member, International Law Society

  • University of California, Santa BarbaraB.A., Global Studies2003
    Dean's Honors