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Herbert F. Kozlov

Herbert F. Kozlov



  • New York University School of Law, J.D., Root-Tilden Scholar
  • Rutgers University, B.A., summa cum laude

Professional Admissions / Qualifications

  • New York
  • New Jersey

Court Admissions

  • U.S. District Court - Southern District of New York

Herb's practice focuses upon corporate law, including public and private mergers, acquisitions and divestitures; corporate governance matters; private equity transactions; capital markets transactions; venture capital transactions; partnership matters; cross-border transactions; and representation of private and publicly owned companies.

Herb serves as outside general counsel for public and private companies and advises on a broad range of legal issues. He has served as a director of various companies. He has played an active role in advising companies in diverse fields, including information sciences; real estate finance; software; Fin Tech; communications; biomedical, nutrition and health care; chemical and plastics; advertising, marketing and promotions; and media and entertainment.

He also has extensive experience in corporate disputes and litigation; defending shareholder class action and derivative claims; conducting internal corporate investigations; and handling disputes among shareholders of closely held companies. Herb's diverse corporate practice has included hostile tender offer litigation, proxy contests, board-level disputes, partnership and contract disputes, and intellectual property litigation (through trial).

Herb has served on the Executive Committee of Reed Smith as well as on our Audit Committee and on our Strategy Committee. He heads our Corporate Governance practice and serves as our Global Corporate Head.

Representative Matters

Mergers and Acquisitions, Private Equity

  • Represented Special Committee of Independent Directors of public company in $1.4 Billion "going private" transaction, including negotiation of merger agreement, preparation of proxy materials and ancillary documents.
  • Represented majority shareholder of NYSE company in $175 million going private/tender offer to acquire the remaining shares.
  • Represented purchaser in the $735 million acquisition of a leading global eyewear (frames) manufacturer and distributor.
  • Represented sellers in $350 million sale of consumer products company to PE backed, global consumer products company.
  • Represented borrower in $350 million syndicated acquisition debt financing.
  • Represented sponsor/equity investor in $1.3 billion debt restructuring and equity investment in power generating company.
  • Represented global financial services in company in formation of $150 million financing joint venture with publicly traded REIT. 
  • Represented NYSE company in $250 million bid to acquire NASDAQ listed company.
  • Represented venture capital financed marketing company in $125 million sale to public company.
  • Representation of London Stock Exchange listed pharmaceutical company in $80 million divestiture of a U.S. based subsidiary to private equity investors, including negotiation of related milestone and royalty arrangements.
  • Representation of Special Committee of Independent Directors of public company in $100 million acquisition of interests in hotel/casino development company.
  • Representation of venture capital financed software company in $50 million sale to industry leader.
  • Representation of closely held retail chain in $30 million acquisition by private equity buyers.

Corporate Finance, Securities Offerings

  • Represented media and entertainment company in its successful $360 million IPO.
  • Represented NYSE-listed company in its underwritten $110 million secondary offering.
  • Represented NYSE listed company in a $75 million at-the-market offering facility and Equity Distribution Agreement.
  • Representation of NYSE company in shelf registration and public and private offerings of over $400 million of convertible preferred securities.
  • Representation of founders of marketing company in $50 million leveraged recapitalization.
  • Handled $300 million lease roll up.
  • Represented NYSE Issuer in a $50 million private placement of debt instruments to managed account investors.
  • Representation of NYSE and NASDAQ listed companies in responding to unsolicited acquisition proposals. 

Corporate Disputes, Investigations and Advisory Work Hostile Proxy Contests

  • Represented successful insurgent slate of directors in hostile proxy contest; handled two related federal court litigations, prepared proxy materials, wrote "fight letters," press releases and other shareholder communications.
  • Represented Fortune 500 financial services company in resolution of indemnity and breach of agreement claims against seller following $350 million acquisition.
  • Represented numerous Special Litigation Committees in responding to shareholder derivative claims.
  • Defense of corporations and their boards in shareholder class action and derivative suits in New York Supreme Court, Delaware Chancery Court and various Federal District Courts.
  • Corporate internal investigations, including investigations arising from insider trading, earnings restatements, employee defalcation, and claims of CEO misconduct.
  • Numerous corporate governance assignments, including conducting “governance audits” for public and private companies.
  • Advised publicly traded technology company in connection with pending arbitration and post-arbitration enforcement proceedings arising from disputes with joint venture partner.
  • Successfully litigated employee restrictive covenant cases in NY Supreme Court.

Employment History

  • 2002 - Reed Smith, Partner; Member of Executive Committee, Audit Committee, Strategy Committee; Global Corporate Head
  • 1989 - Parker Duryee Rosoff & Haft (combined with Reed Smith in 2002)
    Senior Partner and Chairman, Corporate Law Department

Honors & Awards

  • 2006-2016, Super Lawyers, Corporate Counsel Edition has named Herb as a “Super Lawyer” for his Mergers & Acquisitions expertise.