Martin Cohen
General Counsel of Company Law, Corporate Secretary and Managing Director at Morgan Stanley
- Role
- General Counsel of Company Law and Corporate Secretary at Morgan Stanley
- Location
- New York, NY, US
- LinkedIn followers
- 500 followers
About Martin Cohen
Currently General Counsel of Company Law, Corporate Secretary of Morgan Stanley and a member of the Legal & Compliance Management Committee. I am a highly experienced counsel and have enjoyed helping Morgan Stanley grow through various life cycles and become best in class from a legal and compliance perspective. I thrive on new challenges, am comfortable addressing unexpected pressures and enjoy navigating complex issues, working with senior management to craft solutions and achieve business objectives. During the course of my career:• I advise management and the board of directors on a variety of complex strategic, transactional, governance, compliance, disclosure and regulatory matters. • I have worked on global M&A transactions including the Dean Witter merger, the Discover and MSCI card spinoffs, the 24% investment by MUFG during the financial crisis, and acquisitions of Smith Barney, E*TRADE and Eaton Vance. • I lead all aspects of corporate governance for the public company board and committees (attending all meetings) and subsidiaries and oversee the Firm’s enterprise risk management framework (member of the Climate Risk Committee).• I also lead proxy solicitation, shareholder engagement/proposals and the annual shareholder meeting, with increased focus on ESG matters.• My role also includes acting as lead counsel in providing advice/drafting with respect to public disclosures/SEC filings, including 8Ks, 10Qs, 10Ks, proxy statements and Section 16/144 filings.• I also advise on earnings releases, analyst presentations, press releases and media events and am a member of the Disclosure Committee. • In the past few years I have become more involved with ESG matters, including ESG disclosures, where I oversee the legal review of the Firm’s Sustainability Report (based on SASB guidance), Climate Report (based on TCFD guidance) and Diversity & Inclusion Report. • I also oversee legal advice with respect to the design and implementation of global executive compensation programs and related governance with the Compensation Committee. • I also oversee global capital market issuances from SEC, Rule 144A and Reg. S programs. Morgan Stanley is one of the largest issuers of debt securities and annually makes numerous debt offerings (benchmark and structured notes) through multiple programs around the world.• As a member of Legal & Compliance senior management, I manage and develop legal teams (from 20-60 over the course of my career) focusing on mentoring and career development, engage senior outside counsel and prepare budgets.
Experience
General Counsel of Company Law and Corporate Secretary
Jun 2007 — Present · US
Education
Georgetown University
Bachelor of Science - BS, Accounting and minor in Computer Science; Summa Cum Laude; Beta Gamma Sigma
Columbia Law School
Doctor of Law - JD, Managing Editor Columbia Business Law Review
Skills
- Corporate Finance
- Corporate Governance
- Governance
- Sarbanes-Oxley Act
- Securities Law
- Compensation & Benefits
- Disclosure
- Executive Compensation
- Dodd-Frank
- Due Diligence
- Securities Regulation
- Securities
- Finance
- Compensation Structures
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