The post-millennial economy has experienced turmoil and transformation, but one fact remains unchanged: U.S. capital markets are essential. America has the most credible and efficient markets in the world and the flow of capital through them drives global economic productivity. It is also true that, since 2000, capital-market overseers have unleashed waves of new regulations in response to various market failures. In order to participate in this most desirable of markets, businesses must absorb and abide complicated legal strictures. Now more than ever, clients need counsel who can help them get in and stay in the capital markets.
Cozen O’Connor’s global securities group serves a wide array of corporate clients in the U.S., Europe, South and Central America, Australia and Asia. We work with public and private companies, officers and directors, investors, registered broker-dealers and stock exchanges. We advise these clients on federal and state securities laws, stock exchange rules, and Financial Industry Regulatory Authority (FINRA) requirements, and provide counsel on all types of capital markets transactions, from initial public offerings and stock exchange listings to at-the-market offerings, (ATMs), private into public private offerings (PIPEs), shelf takedowns, reverse mergers, mergers and tender offers. Moreover, the group defends clients in securities investigations, controversies and litigation.
Securities is an unusual practice in part because the regulation scheme is largely administrative, rather than statutory. This means that it is absolutely critical for counsel to have good relationships with and access to public officials. Cozen O’Connor’s team has been working closely with high-level officials at the SEC, national exchanges, FINRA, and Public Company Accounting Oversight Board for nearly thirty years. Our attorneys have a reputation among key decision makers for being knowledgeable and forthright, which means our requests for review, relief, or assistance are greeted with a well-earned presumption of legitimacy.
Cozen O’Connor also differentiates itself through it’s staffing method, which rejects the high-leverage model used by most large law firms. Instead of forcing our most seasoned attorneys to supervise large teams of inexperienced associates, we free senior members to actually practice law. Two things happen when veteran lawyers are directly involved in every aspect of the work: projects are completed more efficiently because there is less need for review and revision, and legal argumentation is more sophisticated because it is crafted by attorneys with a nuanced understanding of securities law and business imperatives.
Not only do our senior securities attorneys serve clients directly, they serve clients around the clock. New York is five hours behind London, eleven hours behind Beijing and Tokyo and fourteen hours behind Australia, which means there is continual activity in the capital markets. This practice group is designed to operate twenty-four hours a day so that attorneys are available to provide tactical advice to clients whenever they need it.
SERVICES
Regulatory
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Advise clients on compliance with all securities laws, including the Securities Act of 1933, Securities and Exchange Act of 1934, Trust Indenture Act of 1939, Investment Advisors Act of 1940, Bank Secrecy Act, Foreign Corrupt Practices Act, National Securities Markets Improvements Act, Sarbanes-Oxley, Dodd-Frank, the JOBS Act, NSMIA and Blue Sky laws
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Create public and private corporations, limited liability companies, and partnerships or trusts
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Counsel companies, partnerships, broker-dealers, investment advisors, investment companies, boards and committees, and individuals on securities matters
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Assist with periodic public reports, annual reports to shareholders, and proxy materials
Transactional
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Perform first time listings, initial public offerings (IPOs), re-IPOs, alternative public offerings (APOs), and reverse mergers
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Negotiate shelf takedowns
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Counsel on ATM and equity line offerings and secondary underwritten offerings, private placements, PIPEs, and Rule 144A/Regulation S offerings
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Conduct spin-offs, split-offs, and carve-out transactions
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Support senior, subordinated, secured, and unsecured debt offerings, as well as high-yield and investment-grade debt offerings
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Advise on public auctions, tender offers, and privatizations
Controversy and Litigation
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Defend clients in delisting proceedings before securities exchanges such as NASDAQ, NYSE Amex, and other entities
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Represent clients in examinations, inspections, informal and formal investigations, and enforcement proceedings brought by the U.S. Securities and Exchange Commission, FINRA, securities exchanges, and state “Blue Sky” authorities
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Defend clients in administrative proceedings brought by the SEC, FINRA, state securities agencies, and stock exchanges
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Defend clients in civil and criminal securities cases, including securities class action and derivative suits
CLIENTS
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Private and public companies
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Institutional investors
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Investment and hedge funds
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Special purpose acquisition companies (SPACs)
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Board of directors and special/standing committees, including audit committees, governance committees, compensation committees and special litigation committees
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Officers and directors
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Broker-dealers and investment bankers
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Investment advisers
TEAM
The securities team operates out of several offices, including the regulatory and transactional hubs of Washington D.C., New York City and Philadelphia, which means that when matters demand quick action, our attorneys are already on location. Cozen O’Connor attorneys have top legal and academic credentials, as well as prior governmental and corporate experience. The team includes a former COO of the Treasury Department’s $700-billion Troubled Asset Relief Program, member of the SEC’s Enforcement Division, currency trader, bank officials, and in-house attorneys. Attorneys in the group are frequently asked to provide comment and background on securities law and related compliance matters.
This practice group serves companies ranging in size from venture capital startups to Fortune 500 enterprises, but we are particularly well known for our work with small- to mid-cap public companies and regional brokers. This so-called “middle market” is actually growing faster, producing more jobs, and attracting more capital than any other segment of the U.S. economy. Such dynamic companies need securities lawyers who see their potential, are attuned to their specific challenges, and are willing to make a long-term commitment to their expansion. Due to Cozen O’Connor’s history of entrepreneurship, our attorneys are ideally positioned to provide the combination of legal and business support that growing companies require.