Cozen O’Connor: Capital Markets & Securities

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SEC Staff Releases Updated Guidance on Private Offerings Involving General Solicitation [Alert]
Mehrnaz Jalali, Kevin Roggow, and Rana Ozer discuss the SEC's series of updates to the Securities Act Rules Compliance and Disclosure Interpretations, primarily affecting exempt offerings under Regulation D, Regulation A, and Regulation Crowdfunding.
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Cozen O’Connor works closely with public and private companies, underwriters, and investors to design efficient strategies for capital formation, execute securities transactions, and fulfill regulatory requirements for participation in the U.S. capital markets.

WHAT WE DO

Offerings & Transactions

Initial public offerings (IPOs) and stock exchange listings
SPAC IPOs and de-SPAC transactions
At-the-market offerings (ATMs), equity line offerings, and follow-on equity and debt offerings
Alternative public offerings (APOs), including reverse mergers, self-filings, and direct listings
Private placements, PIPEs, and Rule 144A/Regulation S offerings
Senior, subordinated, secured and unsecured debt offerings
High-yield and investment-grade debt offerings
Digital currency and token offerings

Compliance

U.S. federal and state securities laws, stock exchange rules, and FINRA requirements
Periodic reports and other federal securities law reporting matters
Proxy statements, consent solicitations, and shareholder proposals
Responses to SEC comment letters
Section 16 and Section 13 reporting obligations
Rule 10b-5 and insider trading compliance
No-action letters and other rule interpretive guidance
ISS and Glass-Lewis matters

WHY OUR FIRM

Participants in the U.S. capital markets are subject to complex federal regulations, strict reporting requirements, and heightened legal scrutiny and exposure. Cozen O’Connor’s Capital Markets & Securities team includes counsel with decades of relevant legal experience.

Cozen O’Connor rejects the high-leverage staffing model common to many large firms. Rather than supervise armies of junior associates, veteran securities lawyers provide direct client service and bring their experience and judgement to every engagement.

The firm has deliberately prioritized geographic diversity in building out its Capital Markets & Securities practice. Cozen O’Connor has top corporate counsel based in competitive legal markets across the country, not only in high-cost coastal hubs.

Securities transactions are a process rather than a singular event. Cozen O’Connor helps clients lay the groundwork for success by advising on the best mechanism for a capital raise by analyzing both corporate needs and market conditions and engaging at a high level with all stakeholders, including issuers, managers, boards, financial advisers, and lenders.

The importance of achieving best-in-class compliance with legal and regulatory obligations cannot be overstated. We help establish and implement internal compliance regimes, aid in preparation of periodic and current reports, respond to SEC inquiries and shareholder requests, and closely monitor changes in compliance rules and regulations or enforcement priorities.

RELATED PRACTICES

Corporate Governance

We work with boards of directors and management teams of public and private companies, U.S.-listed foreign private issuers, and financial institutions to meet their legal, exchange listing, and fiduciary obligations to corporate entities, shareholders, and employees. Work can range from internal investigations to succession planning to governance structures and protocols.

Employee Benefits & Executive Compensation

We provide guidance about retirement and health plans, implications of business transactions, and plan terminations and withdrawals, and negotiate sophisticated contracts that include proper protections and desirable incentives for both executives, employers, and shareholders.

Securities Litigation & SEC Enforcement

Cozen O’Connor’s Securities Litigation team, led by a former senior attorney with the SEC’s Division of Enforcement, represents clients in SEC, DOJ, and FINRA enforcement investigations and litigates securities fraud cases in federal court and FINRA arbitrations.

M&A

Cozen O’Connor’s national M&A practice handles complex mergers, asset, and stock transactions for major companies in diverse industries. Our attorneys close deals valued from tens of millions to billions of dollars.

Tax

Through the federal tax practice, we advise clients on the tax implications of mergers and acquisitions, securities offerings, financings, entity structure, contractual arrangements, cross-border transactions, and other business arrangements.

White Collar Defense & Investigations

The firm represents individuals, companies, and corporate boards in all aspects of criminal investigations and prosecutions, including internal investigations, enforcement proceedings, plea negotiations, and criminal defense trials.