Securities Offerings & Regulation
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- Corporate Governance & Compliance
- Directors & Officers Responsibilities & Liability
- Emerging Business & Venture Capital
- Mergers & Acquisitions
Overview
In today’s increasingly global economy, having access to adequate capital is vital. Cozen O'Connor's securities attorneys are experienced in leading our clients through the labyrinth of federal and state securities law issues in an efficient and cost-effective manner. As an entrepreneurial firm, our attorneys understand the mindset and needs of our predominantly entrepreneurial client base. We recognize the speed with which our clients need to act and have the knowledge and experience to negotiate both with other parties as well as regulators to accomplish those goals.
We are involved in all types of public and private equity and debt offerings. Our attorneys also help our public company clients with the full range of securities compliance issues, from periodic filings and proxy statements to Rule 144 and Section 16 issues.
PUBLIC EQUITY OFFERINGS
We primarily represent issuers and regional underwriters in initial public offerings as well as secondary offerings. Our clients run the spectrum from high-tech and internet related companies to more traditional “old economy” companies.
Because our experienced attorneys understand the issues that the SEC focuses on, we are able to help our clients plan for these issues even before the IPO process begins.
PUBLIC DEBT OFFERINGS
We represent our clients in underwritten high-yield debt offerings as well as rated securities. Over the past few years, our clients have raised in excess of $500 million in public debt financing. To many entrepreneurial clients, high-yield public debt is an attractive, nondilutive way to raise growth capital.
PRIVATE OFFERINGS
Related to our emerging business and venture capital practice, we are actively involved in representing players in all aspects of private offerings. We advise our clients about the various structures for private offerings and help choose the method that will minimize both the time and cost of complying with the federal and multiple state regulatory schemes.
We represent companies, venture capitalists, and placement agents in debt, convertible debt and equity private placements. Because we represent investors as well as issuers, we understand the needs of both parties. This not only helps us to be more effective negotiators, but also enables us to facilitate bringing a transaction to closing.
MERGERS AND ACQUISITIONS
Merger and acquisition transactions frequently involve the issuance of securities. We assist our clients in structuring M&A transactions to optimize benefits, while keeping in mind the securities and other legal implications of the various possible structures.
For example, when we negotiated a merger agreement between the two largest companies involved in the records management business, we also registered over $1 billion of stock that was issued in the merger.
ONGOING COMPLIANCE MATTERS
In addition to assisting our clients in public and private offerings, we are also experienced in helping our public clients comply with their ongoing securities law obligations. As state and federal regulators attempt to revise the regulatory framework to take into account the new ways that companies and investors communicate with each other, such as the internet, the regulatory framework is rapidly changing. We advise our clients on the following types of matters:
- Regulation FD
- Revised tender offer rules
- Employee benefit plan securities issues
- Section 16
- Rule 144
BROKER-DEALERS AND INVESTMENT ADVISORS
With our principal office located in the Philadelphia Stock Exchange building, we have broad experience in representing broker-dealers in the full range of their regulatory issues.
These include:
- Registration as broker-dealer
- NASD compliance issues
- Arbitrations
In addition, we have developed a practice of assisting clients in creating hedge funds and in becoming registered investment advisors.
OUR ATTORNEYS
Our securities attorneys are experienced in multiple aspects of the securities practice and come from a variety of backgrounds. Several attorneys in our Washington, D.C., office have held significant positions at the Securities and Exchange Commission (SEC) and continue to maintain frequent contact with the SEC.