Aaron Marks spent a decade in his clients’ chair. Before joining Thompson Coburn, he served as Associate Vice President and Deputy General Counsel of a large, nationally recognized postsecondary education organization serving more than 20,000 students, where he ran the legal function from inside the institution, including the regulatory portfolio, the transactions, and the risk programs that keep a school running.
That experience shapes how Aaron practices. He advises colleges, universities, postsecondary education providers, education companies, and investors across the full spectrum of Title IV compliance, from rulemaking implementation, incentive compensation, and clock-to-credit hour conversion compliance to state authorization and accreditation. He is at his best in matters without a playbook: the cross-disciplinary problems that sit between practice areas, where the answer has to be built rather than found.
Aaron has led institutional responses to U.S. Department of Education program reviews and investigations, and has represented institutions before state higher education authorities across the country.
On the transactional side, Aaron has served as lead counsel on acquisitions of Title IV-eligible institutions, covering structuring, diligence, regulatory approvals, representation and warranty insurance, and integration planning, along with nonprofit conversions, tax-exempt matters, municipal bond compliance, and corporate reorganizations.
Aaron also maintains an active corporate practice for founders, investment companies, private equity funds, and consumer brands. He has represented founders in venture financings, guided the sale of a national brand to private equity, helped launch consumer businesses with high-profile co-founders, and defended clients in federal court and before federal and state agencies.
Aaron’s broader in-house background included privacy and cybersecurity, insurance, ERISA and employee benefits, corporate immigration, and internal investigations. He has usually seen a client’s problem from the inside and worked it as both an operator and a lawyer.
- Led the acquisition of a Title IV-eligible postsecondary institution as lead counsel across every workstream, including transaction structuring, asset purchase agreement negotiation, U.S. Department of Education change-of-ownership review, nonprofit conversion analysis, and representation and warranty insurance placement.
- Served as lead counsel on additional higher education transactions from letter of intent through diligence, structuring, and regulatory approval strategy, including matters raising novel post-closing regulatory risk allocation issues.
- Directed a national institution’s response to a U.S. Department of Education program review that required proving a negative, designing a scoping methodology across hundreds of thousands of transactions; the review closed with no financial liability and no further action required.
- Led an institution’s response to a U.S. Department of Education investigation, coordinating document review, outside counsel, and communications with Department staff.
- Led the divestiture of a continuing medical education company from a nonprofit parent, including federal tax-exempt status risk analysis under Section 501(c)(3).
- Led legal workstreams for a corporate reorganization involving municipal bond covenant compliance, asset-transfer analysis, and state and federal higher education regulatory approvals.
- Represented institutions in compliance matters before the New York State Education Department, the State Council of Higher Education for Virginia, the Georgia Nonpublic Postsecondary Education Commission, and other state higher education authorities.
- Represented a founder and majority shareholder in a $7 million Series B preferred stock financing at a $50 million pre-money valuation, negotiating the full NVCA document suite, founder employment terms, and investor redemption mechanics.
- Represented a national jewelry brand in a majority divestiture to a private equity acquirer, including a multi-year earnout, leading the diligence response, stock purchase agreement negotiation, and post-closing employment agreements.
- Structured and launched two national consumer brands with high-profile co-founders, handling entity formation, joint venture structuring, phantom equity plans, and multi-state tax compliance.
- Negotiated multi-component partnership agreements between a prominent artist and flagship New York City hotels, covering on-property build-outs, marketing obligations, and revenue-share economics.
- National Association of College and University Attorneys (NACUA), June 2025. Moderator and speaker, panel titled “Creating Value Through Higher Ed Mergers, Affiliations, and Partnerships (MAPs): From Strategy to Integration.”
- Insurance Industry Panel, 2020. Speaker, panel titled “The Role of the General Counsel and Legal Department in Risk and Insurance.”
- National Association of College and University Attorneys (NACUA), Member
Away from work I am usually mid-project: renovating a room, baking a cake taller than is strictly reasonable, cooking, or writing software. I’m a builder; that’s as true in my practice as it is in my house.