Mehrnaz Jalali


Recent Publication:

SEC Orders Stay of New Share Repurchase Disclosure Modernization Rule Until Further Notice [Alert]

Paul Hallgren and Mehrnaz Jalali discuss the SEC's order to stay the effective date of its Share Repurchase Disclosure Modernization rules adopted in May 2023.

Mehrnaz (Naz) focuses her practice in the areas of securities and corporate governance. She regularly advises companies on corporate governance, securities compliance, SEC disclosure and reporting, annual meeting and proxy matters, investor and shareholder relations, environmental, social and governance (ESG) matters, compliance with stock exchange listing standards and general corporate matters. Naz also represents companies in various industries with capital-raising transactions, including private and public offerings, and has experience with acquisition, sale, and venture capital transactions.

Naz has experience working with management teams and boards of directors of companies in a variety of industries (both regulated and unregulated), including gaming, specialty products, utilities, energy, aerospace, life sciences, and automated test equipment.

Prior to joining the firm, Naz practiced at a national law firm where she handled securities law matters and capital markets transactions, mergers and acquisitions, and other business transactions.  

Naz earned her bachelor’s degree, on the Dean’s honor roll, from University of British Columbia, Sauder School of Business. Naz earned her law degree, cum laude, from the University of Memphis Cecil C. Humphreys School of Law. She was the notes editor for the University of Memphis Law Review and the recipient of the CALI award in constitutional law. Naz is fluent in Farsi.



Cozen O’Connor Expands New York Corporate Governance & Securities Practice with the Addition of Mehrnaz Jalali

January 26, 2021

Jalali brings significant experience advising on corporate governance and securities disclosure and reporting on significant public equity and debt offerings, as well as a strong background in Environmental, Social, and Governance (ESG) matters. The Corporate Governance & Securities Practice has experienced significant growth in activity.


SEC Orders Stay of New Share Repurchase Disclosure Modernization Rule Until Further Notice [Alert]

November 29, 2023

Paul Hallgren and Mehrnaz Jalali discuss the SEC's order to stay the effective date of its Share Repurchase Disclosure Modernization rules adopted in May 2023.

The SEC Increases Disclosure Requirements for Issuer Share Repurchases

July 31, 2023

Naz Jalali and Paul Hallgren discuss the expansion of disclosure obligations announced by the U.S. Securities and Exchange Commission (SEC) regarding issuer share repurchases in The Legal Intelligencer.

SEC Adopts New Approach to Rule 10b5-1’s Affirmative Defense to Insider Trading and Related Matters

January 24, 2023

Naz Jalali, Kevin Roggow, and Paul D. Hallgren discuss the recently adopted amendments to Rule 10b5-1 under the Securities Exchange Act by the Securities Exchange Commission in The Legal Intelligencer.

SEC Adopts Amendments to Affirmative Defense to Insider Trading

December 16, 2022

The rule provides an affirmative defense to trading on the basis of MNPI pursuant to plans that are intended to meet the conditions of Rule 10b5-1.

Compliance With SEC Pay Versus Performance Rules Quickly Approaching

November 04, 2022

Mehrnaz Jalali, Paul Hallgren, and Rikisha Collins discuss the pay versus performance rule adopted by the Securities and Exchange Commission (SEC) on August 25 in The Legal Intelligencer.

Court of Appeals Hears Arguments in Nasdaq’s Board Diversity Rules Case

September 13, 2022

The Fifth Circuit Court of Appeals heard oral arguments in a case against the SEC seeking to invalidate Nasdaq’s board diversity rule.

SEC Adopts Pay vs. Performance Disclosure Rules [Alert]

August 30, 2022

The SEC recently adopted final disclosure rules implementing the pay vs. performance requirement of the Dodd-Frank Act for public companies.

Public Companies Brace Yourselves: SEC Issues Game-Changing Rule on Climate-Related Disclosures

April 25, 2022

Mehrnaz Jalali and Rikisha Collins authored an article in The Legal Intelligencer discussing the SEC’s proposed rule on climate-related disclosures and the roles that public companies play in addressing climate change and sustainability.

Insiders and Companies: Reforms to SEC Rule 10b5-1 Trading Plans May Be On the Horizon [The Legal Intelligencer]

November 01, 2021

Kathy Jaffari, Naz Jalali, and Paul Hallgren co-authored an article on recommendations made by the Investor Advisory Committee (IAC) of the U.S. Securities and Exchange Commission (SEC) regarding changes to the rules with respect to Rule 10b5-1 trading plans in The Legal Intelligencer.

SEC Approves Anticipated Nasdaq Board Diversity Rules [Alert]

August 10, 2021

Rachel Collins Clarke, Mehrnaz Jalali, and Kathy Jaffari discuss Nasdaq's new rules that require Nasdaq-listed companies to either have or explain why they do not have at least two diverse directors.

SEC Brings Enforcement Action Against All Sides of a Proposed SPAC Transaction for Misleading Disclosures [Alert]

July 15, 2021

Naz Jalali discusses the SEC's first enforcement action in which all sides of a proposed SPAC transaction were targeted. In this action, the SEC brought charges against the SPAC, the SPAC sponsor, the SPAC’s CEO, the SPAC’s proposed merger target, and the merger target’s founder and former CEO.

The SEC Continues Its Trajectory on ESG Disclosures

April 29, 2021

Mehrnaz Jalali discusses the SEC's continued trajectory on ESG disclosures despite recent criticism for its failure to compel ESG specific disclosures.

SEC Continues to Signal its Commitment to ESG Disclosures and Reporting [Alert]

March 24, 2021

Mehrnaz Jalali and Kathy Jaffari discuss the SEC's signals over the past six weeks to public companies and investors about its commitment to disclosures and reporting of environmental, social, and governance (ESG) issues.

Events & Seminars

Past Events


  • The University of Memphis—Cecil C. Humphreys School of Law, J.D., cum laude, 2010
  • University of British Columbia, B. Commerce, 2005
  • New York
  • Pennsylvania