Jessica A. Cohen

Jessica A. Cohen

Attorney

Contact

Jessica represents real estate and healthcare clients in complex transactions and general corporate matters. She negotiates and drafts purchase and sale agreements, transfer of operation agreements, documents for HUD multifamily programs and related documents associated with the acquisition, disposition, and financing of real estate and long term care facilities. On behalf of assisted living and skilled living facilities she also handles licensing issues and other regulatory matters.  Outside of her work with real estate and healthcare clients, Jessica enjoys connecting with small business owners and helping them start and manage their companies.

Prior to joining Ryan Swanson, Jessica gained valuable experience at a boutique healthcare law firm as well as in-house at the Infectious Disease Research Institute (IDRI), a Seattle-based global health non-profit.  At her previous firm she represented clients in the long-term care and senior housing industries on acquisitions, dispositions, leasing, and licensing issues.  While working at IDRI Jessica served as Director of Legal and Business Development where she focused her practice on technology transactions, intellectual property, public-private partnerships, structuring international research collaborations, and general in-house matters.

Real Estate – Representative Experience

Representation of:

  • City of Seattle in drafting of purchase, sale and development agreements for the streetcar maintenance facility located in Seattle’s South Lake Union neighborhood.
  • Publicly-traded national homebuilder in multiple land acquisitions in Washington for single-family home projects.
  • Restaurateurs purchasing  a building protected by a Historic Preservation Easement located in Ballard, Seattle.
  • Family purchasing 180 acres of farmland in  Stevens County, WA.
  • King County family homeowner in $3.5 million sale to developer.
  • National apparel retailer in negotiation and documentation of portfolio of multiple retail leases with premises averaging 15,000 square feet in shopping centers throughout the United States.
  • New franchisee owner in negotiation of retail lease in King County.
  • Small business owner in drafting and negotiation of retail lease extension in King County.
  • Private golf and country club in drafting and negotiation of sale of conservation easement.

Healthcare – Representative Experience

Representation of:

  • Property owners and operators selling a portfolio of assisted living and skilled nursing facilities for combined $20 million sale and concurrent transfer of operations to new operator.
  • Assisted living facility owner in a $12 million refinance of loan into HUD Section 223(f).
  • Purchaser in $11.5 million acquisition of an assisted living facility and concurrent loan.
  • Lender in mezzanine loan of $2.8 million to a skilled nursing home.
  • Advance Registered Nurse Practitioner (ARNP) in independent contractor agreements, HIPAA and business associate agreements, and matters related to the corporate practice of medicine and anti-kickback laws.
  • ARNP in structuring relationship and associated agreements with independent psychiatrist provider.
  • Assisted living facility operator in providing a licensing opinion for a Freddie Mac mortgage loan.

Business – Representative Experience

Representation of:

  • Start-up device technology company in structuring company ownership, including drafting LLC operating agreement and purchase warrant agreement.
  • Seller in asset sale of lighting company to multinational business.
  • Medical practitioner in starting her own family medical practice.
  • Printing company in negotiating an Asset Purchase Agreement for the sale of its assets.
  • Drug and alcohol recovery center in drafting its LLC operating agreement and buy-sell agreement.
  • Biotechnology company in drafting a Research Option Agreement and Asset Purchase Agreement.
  • Retail small business owner in stock purchase sale to long-time employee.
  • Small business owner purchasing wholesale inventory in structuring, drafting and negotiating the asset purchase transaction.

Food & Beverage – Representative Experience 

Representation of:

  • Seattle brewery in incorporation, financing, operating agreement, leasing matters, employment matters, trademark and branding, and structuring debt.
  • Seattle restaurateur in private placement financings and acquisition of existing restaurant.
  • Publicly traded specialty food manufacturing and distribution company in performing the due diligence review in its acquisition of another food specialty manufacturer.
  • Restaurant owner in negotiation of lease extension.
  • Wine distributor in drafting of its distribution agreement.
  • Airport restaurant concessionaire in drafting and negotiating its LLC operating agreement, employment agreement, and trademark license agreement.
  • Dessert manufacturer in submitting its Food Processors License application to the Washington State Dept. of Agriculture.

Articles

  • Author of quarterly Recent Developments: Real Property, Washington State Bar Association Real Property, Probate & Trust Newsletter (2017 – 2018)
  • Alon Tal and Jessica A. Cohen, “Bringing ‘Top Down’ to ‘Bottom Up’: A New Role for Environmental Legislation in Combating Desertification,” Harvard Environmental Law Review, Volume 31, Issue 1 (Spring 2007).
  • Jessica A. Cohen, “Ten Years of Leftovers with Many Hungry Still Left Over: A Decade of Donations under the Bill Emerson Good Samaritan Food Donation Act,” Seattle Journal for Social Justice, Volume 5, Issue 1 (2006).

Presentations

  • Legal Considerations in Owning and Operating a Brewery, Pink Boots Society Seattle Chapter (May, 2017)
  • Panel Presenter, “Conversation with Industry Attorneys: Collaborating with Academics” at Association of University Technology Managers’ Annual Meeting, San Francisco (Feb., 2014)
  • Co-presenter, “Winning Corporate Partnership” at the Seattle Fundraising Summit (July 2009)

PROFESSIONAL & COMMUNITY ACTIVITIES

  • Assistant Editor, Real Property, Probate & Trust Newsletter (2018-present)
  • Committee Member, of Member Development Committee, Commercial Real Estate Women, Seattle Chapter (CREW) (2018 – present)
  • Ladder Down Class of 2018, MAMA Seattle
  • Member, Ryan Swanson’s Charitable Giving Committee (2017 – present)
  • Member, King County Bar Association
  • Member, Mother Attorney Mentoring Association of Seattle
  • Board Member, Kavana (2017 – Present)
  • Board Member and Secretary, Eastside Legal Assistance Program (2012 – 2015)
  • Volunteer Attorney, Northwest Immigrant Rights Project (2008 – 2012)
  • Founding Board Member and Pro Bono Legal Advisor, Technically Learning (2006 – 2011)
 

Background

Outside of work you will find Jessica exploring the Northwest and playing outdoors with her husband and two young children.  In her free time, Jessica enjoys running, swimming, and taming the weeds in her garden.  In addition to her legal background, she co-founded and co-owns a local brewery, Rooftop Brewing Company, LLC, which has provided her with significant experience in spotting and understanding the issues that arise in owning and operating a small business.