Maxim Kogan

General Counsel | Capital Markets & M&A | Board Advisor | Securities & Regulatory Risk | Former Sullivan & Cromwell | International Governance Leader

New York City Metropolitan Area

About

Senior legal executive advising boards, executive leadership, and investment banking teams on capital markets transactions, enterprise risk, global governance, and regulatory strategy.I bring a hybrid background spanning: • AmLaw 10 cross-border M&A (Sullivan & Cromwell) • Institutional governance at a global financing organization • Venture and growth-stage company advisory • In-house capital markets leadership within a regulated U.S. investment bankMy practice sits at the intersection of strategy, regulation, and reputation, supporting decision-makers in complex, high-visibility environments. I have advised: • Public and private company boards • Investment banking leadership • Sovereign governments and multilateral institutions • Venture-backed founders and growth companies Core focus areas include:• Securities law & capital markets • M&A & strategic transactions • Enterprise risk & reputational management • Governance & fiduciary advisory • Sanctions & global compliance • Data privacy (GDPR / CCPA) • Cross-border structuring Fluent in English, Italian, Russian Admitted in New York and California.

Experience

  • SVP, Associate General Counsel - Investment Banking / M&A at D.A. Davidson Companies
    Nov 2021 - Present · 4 yrs 9 mos

    Deeply experienced in structuring and negotiating complex cross-border M&A transactions across public and private markets. Senior legal partner to capital markets leadership at a regulated investment banking institution. - Advise on securities law, SEC and FINRA compliance, underwriting risk, and transaction structuring - Counsel bankers on public offerings, follow-ons, private placements and equity transactions - Provide enterprise risk and reputational analysis for high-visibility engagements - Oversee regulatory exposure frameworks and risk mitigation practices - Advise on employment law matters including executive employment agreements, restrictive covenants, compensation structures, and workforce risk analysis

  • Of Counsel | Outside General Counsel to Growth & Innovation Companies at Gamma Law
    Jun 2019 - Nov 2021 · 2 yrs 6 mos

    Served as strategic legal advisor to venture-backed companies across gaming, esports, AR/VR, blockchain/NFT, technology, and digital media sectors. - Advised founders, boards, and investors on capital formation, governance, and complex transactions across domestic and cross-border markets. - Led M&A transactions and venture financings (equity, convertible notes, debt) - Structured early- and growth-stage companies from formation through scale - Negotiated enterprise SaaS, licensing, IP, and commercial technology agreements - Built governance and equity incentive frameworks - Advised on SEC compliance, state securities laws, GDPR, and CCPA - Structured and negotiated entertainment and content licensing transactions across film, television, gaming, and digital platforms

  • The Global Fund to Fight AIDS, Tuberculosis and Malaria (5 yrs 2 mos)
    • Counsel | Fund Portfolio Manager
      Feb 2014 - Mar 2019 · 5 yrs 2 mos

      International financing institution deploying ~$4B annually across 140+ countries. Counsel to the Board & Executive Management - Senior legal advisor to the Board, Committees, and executive leadership on governance, regulatory exposure, and institutional risk. - Advised on global governance frameworks, sanctions compliance, regulatory matters, investigations, and ethics infrastructure - Structured and negotiated complex cross-border agreements with sovereign governments, UN agencies, multilateral development banks, NGOs, and pharmaceutical partners - Managed legal, financial, and reputational risk across politically sensitive jurisdictions - Supported policy development and financing initiatives at the institutional level

    • Fund Portfolio Manager (Concurrent Leadership Appointment)
      Mar 2015 - Apr 2016 · 1 yr 2 mos

      Selected to serve as institutional lead for Azerbaijan and Romania portfolios (~US$50M). - Acted as ambassadorial representative to ministers and senior government officials - Directed multidisciplinary teams across public health, finance, and monitoring - Negotiated funding agreements and performance-based frameworks - Oversaw allocation and governance of significant international funding

  • Senior Associate – Mergers & Acquisitions at Sullivan & Cromwell LLP
    Oct 2008 - Jan 2014 · 5 yrs 4 mos

    Advised multinational public and private companies on complex cross-border M&A, joint ventures, capital markets transactions, and governance matters. - Led negotiation and execution of strategic acquisitions, divestitures, and joint ventures across regulated and multi-jurisdictional environments - Advised boards and senior management on fiduciary duties, transaction strategy, shareholder matters, and defense considerations - Drafted and negotiated definitive transaction agreements and related financing arrangements - Managed cross-functional deal teams and coordinated specialists across tax, antitrust, IP, employment, and regulatory disciplines - Prepared and reviewed SEC disclosure and transactional filings (14A, TO, 14D-9, 10-K, 10-Q, 8-K, S-3, S-4, 424(b)(2)) Representative matters included transactions involving Goldman Sachs, UBS, Fiat, Charles Schwab, Amgen, and General Dynamics.

  • Summer Law Clerk - Investment Protection Bureau at Office of the New York State Attorney General
    May 2006 - Aug 2006 · 4 mos