Capital Markets & Securities

Recent News:

Navigating the SEC's Focus on AI Disclosures

Naz Jalali and Rana Ozer discuss the Securities and Exchange Commission's position on public disclosures relating to artificial intelligence in The Legal Intelligencer.

More

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.

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Experience

Publications

2024 Proxy Season Highlights: Compensation Trends and Lessons Learned

September 27, 2024

Kathy Jaffari, Mehrnaz Jalali, and John Crozier discussed key executive compensation trends and lessons learned following the 2024 proxy season in The Legal Intelligencer.

Long-Awaited SEC Final Rules on Climate-Related Disclosures Face Legal Scrutiny

April 25, 2024

Kathy Jaffari, Naz Jalali, and Rikisha Collins discuss the final rules adopted by the U.S. Securities and Exchange Commission (SEC) on climate-related disclosures in The Legal Intelligencer.

What Will the 2024 US Proxy Season Bring?

April 16, 2024

Jeremy Garvey and Seth Popick co-authored a Board Agenda article discussing the complicated landscape facing U.S. public companies in the upcoming proxy season.

SEC Adopts Final Rule for Enhancement and Standardization of Climate-Related Disclosures [Alert]

March 21, 2024

The SEC has adopted a final rule on climate-related disclosures. Seth Popick provides a brief summary of the requirements and what to expect next.

Final Rules on Special Purpose Acquisition Companies, Shell Companies, and Projections [Alert]

February 08, 2024

Jeremy Garvey, Seth Popick, and Rikisha Collins discuss new SEC rules that augment investor protections in initial public offerings by SPACs and in de-SPAC transactions.

Recent SEC Review of Accredited Investor Definition [Alert]

January 24, 2024

Germain DeMartinis and Anne Madonia discuss the SEC's recent report reviewing the definition of an accredited invested, as it is required to do at least every four years.

Cybersecurity Disclosure Guidance for Municipal Bonds [Alert]

December 07, 2023

Scott Mehok discusses new SEC rules requiring public companies to disclose material cybersecurity incidents and annual cybersecurity risk management strategies.

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.

Pay Versus Performance Disclosures: A First-Year Recap

September 20, 2023

Kathy Jaffari and Paul Hallgren examine the inaugural year of the SEC implementing pay versus performance disclosures in The Legal Intelligencer.

SEC Adopts Final Private Fund Adviser Rules [Alert]

August 28, 2023

The SEC's new rules and amendments are designed to increase transparency, competition, and efficiency in the private funds market.

Inside Scoop - Best Practices in Investor Relations: What Board Members, Executives, and General Counsel Need to Know

August 21, 2023

Kathy Jaffari is joined by Ankit Hira, Managing Director at Solebury Strategic Communications to explore the value proposition of investor relations and the importance of developing a quality, proactive IR program.

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 Final Rules on Cybersecurity Risk Management, Strategy, Governance and Incident Disclosure

July 27, 2023

Cozen O’Connor’s multidisciplinary Technology, Privacy & Data Security practice discusses the new rules, their reporting requirements, and when they go into effect.

Rethinking Restrictive Covenants: Delaware Courts’ Movement in Favor of the Restricted [Alert]

June 16, 2023

Chad Cowan and Ashley Park discuss two recent decisions in Delaware: Ainslie v. Cantor Fitzgerald L.P., and Intertek Testing Systems v. Eastman.

SEC Adopts Final Rules for Share Repurchase Disclosure [Alert]

May 04, 2023

On May 3, 2023, the SEC adopted final rules that significantly increase insurers' disclosure obligations.

The SEC’s Rulemaking and Enforcement Priorities in 2023

April 27, 2023

John Crozier and Kathy Jaffari discuss the SEC’s 2023 rulemaking and enforcement priorities with 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.

The Final Rule on Recovery of Erroneously Awarded Compensation Has Arrived [Alert]

October 28, 2022

The SEC has adopted the final rule on recovery of erroneously awarded incentive-based compensation.

SEC Finds 10b5-1 Trading Plan was Misused, Charges Tech Company Executives with Insider Trading [Alert]

September 29, 2022

The SEC found that tech company executives' 10b5-1 plan did not shield them from insider trading liability.

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 Revisits Proposed Rule on Recovery of Erroneously Awarded Exec Compensation

September 12, 2022

Kathy Jaffari and Rikisha Collins discuss the clawback rule proposed in July 2015 that was aimed to strengthen the disclosures and standards for recovery of erroneously awarded compensation by publicly listed companies.

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.

A Busy Summer: Breaking Down the SEC’s Recent Rule Changes

August 02, 2022

Kathy Jaffari and Paul Hallgren discuss the Securities and Exchange Commission’s (SEC) proposed rule on climate disclosures and analyze its recent changes in The Legal Intelligencer.

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.

SEC Proposes New Rules for Cybersecurity Incident Reporting [Alert]

March 28, 2022

In March, the SEC proposed new rules pertaining to reporting material cybersecurity incidents and their cybersecurity risk management and governance.

SEC Issues Proposed Rules For Enhancement and Standardization of Climate-Related Disclosures [Alert]

March 23, 2022

Kathy Jaffari and Rikisha Collins discuss the SEC's proposed amendments to Regulation S-K and Regulation S-X to “enhance and standardize registrant’s climate-related disclosures for investors.”

SEC Proposes Extensive New Regulations for Private Fund Advisers [Alert]

March 21, 2022

Ingrid Welch and Greg Patton discuss the SEC's proposed new and amended rules under the Investment Advisers Act of 1940 that would impose specific disclosure requirements, increase reporting requirements, and prohibit certain activities and practices, primarily impacting private fund advisers.

SEC Proposes Amendments Impacting Beneficial Ownership Reporting [Alert]

March 09, 2022

Katayun Jaffari and Alexandra B. Curtin discuss the U.S. Securities and Exchange Commission proposed amendments to the rules governing beneficial ownership reporting.

Ceres Guidance for Engaging on Climate Risk Governance and Voting on Directors [Alert]

February 07, 2022

Kathy Jaffari and Rikisha Collins discuss the top 10 guidance based on TCFD “governance” recommended disclosures and the net-zero company benchmark as well as climate action 100+ net-zero company benchmark indicators.

A Look Back and A Glimpse Forward: The SEC’s Agenda [The Legal Intelligencer]

January 24, 2022

Kathy Jaffari and Rikisha Collins authored an article in The Legal Intelligencer that addresses how the initiatives of the Securities and Exchange Commission’s (SEC) 2021 rulemaking agenda were instituted, and discusses what to expect from the SEC in 2022.

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.

Gensler's SEC Can Bring Regulatory Clarity to Digital Assets

April 14, 2021

Chris Bellini and Kara Kapp discuss potential changes to be made to the digital assets industry as a result of Gensler’s recent appointment as chairman of the Securities and Exchange Commission in ThinkAdvisor.

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.

SEC Suspends Trading in 15 Public Companies for Suspicious Social Media & Trading Activity [Alert]

March 04, 2021

Joe Dever and Luke La Rocca discuss the SEC's February 26, 2021 order that suspended the trading of securities in 15 OTC public companies due to questionable trading activity and social media promotions that the SEC suspects to have been part of a coordinated attempt to artificially inflate stock prices.

SEC Releases Sample Comment Letter for Issuers Conducting Offerings During Periods of Volatility [Alert]

February 23, 2021

Chris Bellini discusses the sample letter published by the SEC that identifies a number of sample comments the SEC may provide to issuers conducting securities offerings amid market and price volatility.

SEC Proposed Exemption Provides Regulatory Clarity For Unregistered Finders

January 25, 2021

Joe Dever, Seth Popick, and Lindsey Stillwell contributed an article to Temple's Business Law Magazine discussing the SEC's decision to provide much-needed clarity to the regulatory status of so-called "finders" who assist small businesses in raising capital.

SEC Compliance and Enforcement Answer Book, Practicing Law Institute (2021 ed.)

January 15, 2021

Joe Dever, a member of Cozen O'Connor's Securities Litigation & SEC Enforcement practice groups, co-authored Chapter 16: “SEC Market Manipulation Investigations” of the 2021 edition of SEC Compliance and Enforcement Answer Book, published by Practicing Law Institute and edited by Cravath, Swaine & Moore LLP.

A Survey of Selected Recent SEC Guidance Helpful for Municipal Securities Disclosure

August 20, 2020

Mark Vacha authored an article published in The Ledger, that provides issuers with an overview of a sampling of recent SEC guidance for purposes of disclosure for public bond and other debt offerings.

Public Company COVID-19 Disclosures and Mitigating Securities Litigation Risks [Alert]

March 16, 2020

Joseph Dever, Linda Regis-Hallinan, and Andrew Punzo discuss the SEC's announcement regarding public disclosures in a company's periodic report in light of COVID-19.

SEC Proposes to Expand Private Offerings [Alert]

March 11, 2020

Chris Bellini discusses the SEC's proposal to streamline the current framework of rules and guidance governing exempt offerings and to broaden the availability of such offerings.

In The News

Navigating the SEC's Focus on AI Disclosures

November 01, 2024

Naz Jalali and Rana Ozer discuss the Securities and Exchange Commission's position on public disclosures relating to artificial intelligence in The Legal Intelligencer.

2024 Proxy Season Highlights: Compensation Trends and Lessons Learned

September 27, 2024

Kathy Jaffari, Mehrnaz Jalali, and John Crozier discussed key executive compensation trends and lessons learned following the 2024 proxy season in The Legal Intelligencer.

Cozen O'Connor's Corporate Practice Selected as a 2024 Best Corporate Practice of the Year Finalist by The American Lawyer

September 05, 2024

Cozen O’Connor is pleased to announce that the firm’s Corporate Practice has been selected by The American Lawyer as a 2024 Best Corporate Practice of the Year finalist for 2024.

Best Lawyers Honors More Than 200 Cozen O'Connor Attorneys in its Best Lawyers in America 2025 Edition

August 15, 2024

Best Lawyers selected 242 Cozen O’Connor lawyers from 24 of the firm’s U.S. offices for inclusion in the 2025 edition of The Best Lawyers in America and Best Lawyers: Ones to Watch in America.

Fourteen Cozen O’Connor Lawyers Named to Minnesota Monthly “Top Lawyers” list

July 09, 2024

The list will appear in the July/August 2024 issue of Minnesota Monthly

Nearly 100 Cozen O’Connor Lawyers, 27 Practices Earn Top Recognition in Chambers USA 2024 Guide

June 10, 2024

Chambers USA rankings are based on an “assessment of a firm’s work and opinions from external market sources, with an emphasis on client feedback.” In order to be ranked in the guide, lawyers and firms must demonstrate “sustained excellence.”

Long-Awaited SEC Final Rules on Climate-Related Disclosures Face Legal Scrutiny

April 25, 2024

Kathy Jaffari, Naz Jalali, and Rikisha Collins discuss the final rules adopted by the U.S. Securities and Exchange Commission (SEC) on climate-related disclosures in The Legal Intelligencer.

Jeremy Garvey Selected as the Recipient of the PVCA's Impact Award

April 17, 2024

Cozen O’Connor is pleased to announce that Jeremy Garvey has been selected as the 2024 recipient of the Pittsburgh Venture Capital Association’s (PVCA) Impact Award.

What Will the 2024 US Proxy Season Bring?

April 16, 2024

Jeremy Garvey and Seth Popick co-authored a Board Agenda article discussing the complicated landscape facing U.S. public companies in the upcoming proxy season.

SEC Adopts Final Rule for Enhancement and Standardization of Climate-Related Disclosures [Alert]

March 21, 2024

The SEC has adopted a final rule on climate-related disclosures. Seth Popick provides a brief summary of the requirements and what to expect next.

Final Rules on Special Purpose Acquisition Companies, Shell Companies, and Projections [Alert]

February 08, 2024

Jeremy Garvey, Seth Popick, and Rikisha Collins discuss new SEC rules that augment investor protections in initial public offerings by SPACs and in de-SPAC transactions.

Recent SEC Review of Accredited Investor Definition [Alert]

January 24, 2024

Germain DeMartinis and Anne Madonia discuss the SEC's recent report reviewing the definition of an accredited invested, as it is required to do at least every four years.

Cybersecurity Disclosure Guidance for Municipal Bonds [Alert]

December 07, 2023

Scott Mehok discusses new SEC rules requiring public companies to disclose material cybersecurity incidents and annual cybersecurity risk management strategies.

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.

Pay Versus Performance Disclosures: A First-Year Recap

September 20, 2023

Kathy Jaffari and Paul Hallgren examine the inaugural year of the SEC implementing pay versus performance disclosures in The Legal Intelligencer.

SEC Adopts Final Private Fund Adviser Rules [Alert]

August 28, 2023

The SEC's new rules and amendments are designed to increase transparency, competition, and efficiency in the private funds market.

Inside Scoop - Best Practices in Investor Relations: What Board Members, Executives, and General Counsel Need to Know

August 21, 2023

Kathy Jaffari is joined by Ankit Hira, Managing Director at Solebury Strategic Communications to explore the value proposition of investor relations and the importance of developing a quality, proactive IR program.

Best Lawyers Honors More Than 200 Cozen O'Connor Attorneys to its Best Lawyers in America 2024 Edition

August 17, 2023

Best Lawyers selected 232 Cozen O’Connor lawyers from 24 of the firm’s U.S. offices for inclusion in the 2024 edition of The Best Lawyers in America.

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 Final Rules on Cybersecurity Risk Management, Strategy, Governance and Incident Disclosure

July 27, 2023

Cozen O’Connor’s multidisciplinary Technology, Privacy & Data Security practice discusses the new rules, their reporting requirements, and when they go into effect.

Rethinking Restrictive Covenants: Delaware Courts’ Movement in Favor of the Restricted [Alert]

June 16, 2023

Chad Cowan and Ashley Park discuss two recent decisions in Delaware: Ainslie v. Cantor Fitzgerald L.P., and Intertek Testing Systems v. Eastman.

SEC Adopts Final Rules for Share Repurchase Disclosure [Alert]

May 04, 2023

On May 3, 2023, the SEC adopted final rules that significantly increase insurers' disclosure obligations.

The SEC’s Rulemaking and Enforcement Priorities in 2023

April 27, 2023

John Crozier and Kathy Jaffari discuss the SEC’s 2023 rulemaking and enforcement priorities with The Legal Intelligencer.

Cozen O’Connor Continues its Canadian Expansion, Adding a Leading Securities and Capital Markets Team to its Toronto Office

February 01, 2023

Andrew Elbaz and Alexander Katznelson join as members and Zachary Janes and Michael Shafarenko as associates in the firm's Corporate Practice Group in Toronto.

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.

The Final Rule on Recovery of Erroneously Awarded Compensation Has Arrived [Alert]

October 28, 2022

The SEC has adopted the final rule on recovery of erroneously awarded incentive-based compensation.

SEC Finds 10b5-1 Trading Plan was Misused, Charges Tech Company Executives with Insider Trading [Alert]

September 29, 2022

The SEC found that tech company executives' 10b5-1 plan did not shield them from insider trading liability.

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 Revisits Proposed Rule on Recovery of Erroneously Awarded Exec Compensation

September 12, 2022

Kathy Jaffari and Rikisha Collins discuss the clawback rule proposed in July 2015 that was aimed to strengthen the disclosures and standards for recovery of erroneously awarded compensation by publicly listed companies.

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.

More Than 200 Cozen O’Connor Attorneys Named Best Lawyers and Ones to Watch

August 22, 2022

210 Cozen O’Connor lawyers from 24 of the firm’s nationwide offices for inclusion in the 2023 edition of The Best Lawyers in America.

A Busy Summer: Breaking Down the SEC’s Recent Rule Changes

August 02, 2022

Kathy Jaffari and Paul Hallgren discuss the Securities and Exchange Commission’s (SEC) proposed rule on climate disclosures and analyze its recent changes in The Legal Intelligencer.

Chambers Ranks 86 Cozen O’Connor Lawyers, 22 Practice Areas in Chambers USA 2022 Guide

June 02, 2022

Chambers USA, the leading annual guide to the top lawyers and law firms in the United States, has ranked 86 Cozen O’Connor lawyers as leaders in their respective fields in the guide’s 2022 edition.

ESG in the Boardroom: A Guidebook for Directors

April 26, 2022

Katayun Jaffari, chair of the Corporate Governance Group, co-chair of the Capital Markets & Securities Group, and co-chair of the ESG (environmental social governance) Group, has co-edited a book for the Business Law Section of the American Bar Association titled ESG in the Boardroom, A Guidebook for Directors.

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.

SEC Proposes New Rules for Cybersecurity Incident Reporting [Alert]

March 28, 2022

In March, the SEC proposed new rules pertaining to reporting material cybersecurity incidents and their cybersecurity risk management and governance.

SEC Issues Proposed Rules For Enhancement and Standardization of Climate-Related Disclosures [Alert]

March 23, 2022

Kathy Jaffari and Rikisha Collins discuss the SEC's proposed amendments to Regulation S-K and Regulation S-X to “enhance and standardize registrant’s climate-related disclosures for investors.”

SEC Proposes Extensive New Regulations for Private Fund Advisers [Alert]

March 21, 2022

Ingrid Welch and Greg Patton discuss the SEC's proposed new and amended rules under the Investment Advisers Act of 1940 that would impose specific disclosure requirements, increase reporting requirements, and prohibit certain activities and practices, primarily impacting private fund advisers.

Cozen O’Connor Continues its Canadian Expansion, Adding Another Three Attorneys to Its Vancouver, B.C. Office

March 21, 2022

Elizabeth Holden, Gosia Piasecka, and Nicholas Krishan will reunite with former colleagues Rory Godinho, Kathy Tang, Lucy Schilling, Brian Fast, and Iain Mingo — five corporate attorneys who moved to Cozen O’Connor from the same Canadian firm earlier this month.

SEC Proposes Amendments Impacting Beneficial Ownership Reporting [Alert]

March 09, 2022

Katayun Jaffari and Alexandra B. Curtin discuss the U.S. Securities and Exchange Commission proposed amendments to the rules governing beneficial ownership reporting.

Cozen O’Connor Continues International Expansion with Corporate Additions, Moves to New Vancouver Office Space

March 07, 2022

Rory Godinho, Kathy Tang, Lucy Schilling, Brian Fast, and Iain Mingo have joined Cozen O’Connor from a major national Canadian law firm.

Ceres Guidance for Engaging on Climate Risk Governance and Voting on Directors [Alert]

February 07, 2022

Kathy Jaffari and Rikisha Collins discuss the top 10 guidance based on TCFD “governance” recommended disclosures and the net-zero company benchmark as well as climate action 100+ net-zero company benchmark indicators.

A Look Back and A Glimpse Forward: The SEC’s Agenda [The Legal Intelligencer]

January 24, 2022

Kathy Jaffari and Rikisha Collins authored an article in The Legal Intelligencer that addresses how the initiatives of the Securities and Exchange Commission’s (SEC) 2021 rulemaking agenda were instituted, and discusses what to expect from the SEC in 2022.

Cozen O'Connor Attorneys Win Securities Fraud Case in Del. Federal Court's First In-Person Trial

October 04, 2021

Martin Bloor and Matthew Elkin were quoted in an article published by the Delaware Court Insider, which discusses a securities fraud case victory.

More Than 205 Cozen O’Connor Attorneys Named Best Lawyers and Ones to Watch By The Best Lawyers In America

August 19, 2021

Best Lawyers selected 210 Cozen O’Connor lawyers from 23 of the firm’s nationwide offices for inclusion in the 2022 edition of The Best Lawyers in America.

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.

82 Cozen O’Connor Lawyers, 19 Practices Earn Top Recognition in Chambers USA 2021 Guide

May 26, 2021

Chambers USA, the leading annual guide to the top lawyers and law firms in the United States, has ranked 82 Cozen O’Connor lawyers as leaders in their respective fields in the guide’s 2021 edition; of those, 15 lawyers have been recognized nationally.

Gensler's SEC Can Bring Regulatory Clarity to Digital Assets

April 14, 2021

Chris Bellini and Kara Kapp discuss potential changes to be made to the digital assets industry as a result of Gensler’s recent appointment as chairman of the Securities and Exchange Commission in ThinkAdvisor.

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.

SEC Suspends Trading in 15 Public Companies for Suspicious Social Media & Trading Activity [Alert]

March 04, 2021

Joe Dever and Luke La Rocca discuss the SEC's February 26, 2021 order that suspended the trading of securities in 15 OTC public companies due to questionable trading activity and social media promotions that the SEC suspects to have been part of a coordinated attempt to artificially inflate stock prices.

SEC Releases Sample Comment Letter for Issuers Conducting Offerings During Periods of Volatility [Alert]

February 23, 2021

Chris Bellini discusses the sample letter published by the SEC that identifies a number of sample comments the SEC may provide to issuers conducting securities offerings amid market and price volatility.

Cozen O'Connor Represents Underwriters in Cannabis Finance REIT Readies $100M IPO

February 03, 2021

AFC Gamma, a Florida-based real estate investment trust that finances cannabis ventures, set terms for a roughly $100 million initial public offering.

Cozen O’Connor Scores a 100 on the HRC Foundation’s 2021 Corporate Equality Index

February 02, 2021

Cozen O’Connor is pleased to announce it achieved a perfect score on the Human Rights Campaign Foundation’s 2021 Corporate Equality Index.

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 Proposed Exemption Provides Regulatory Clarity For Unregistered Finders

January 25, 2021

Joe Dever, Seth Popick, and Lindsey Stillwell contributed an article to Temple's Business Law Magazine discussing the SEC's decision to provide much-needed clarity to the regulatory status of so-called "finders" who assist small businesses in raising capital.

SEC Compliance and Enforcement Answer Book, Practicing Law Institute (2021 ed.)

January 15, 2021

Joe Dever, a member of Cozen O'Connor's Securities Litigation & SEC Enforcement practice groups, co-authored Chapter 16: “SEC Market Manipulation Investigations” of the 2021 edition of SEC Compliance and Enforcement Answer Book, published by Practicing Law Institute and edited by Cravath, Swaine & Moore LLP.

Katayun Jaffari Named to The Philadelphia Business Journal’s Best of the Bar 2020

October 13, 2020

Cozen O’Connor is pleased to announce that Katayun Jaffari, chair of the firm’s Corporate Governance & Securities practice, has been named to The Philadelphia Business Journal’s “Best of the Bar 2020.”

200 Cozen O’Connor Attorneys Named Best Lawyers and Ones to Watch By The Best Lawyers In America

August 20, 2020

Best Lawyers selected 200 Cozen O’Connor lawyers from 23 of the firm’s nationwide offices for inclusion in the 2021 edition of The Best Lawyers in America© (Copyright 2020 by Woodward/White, Inc., of Aiken, SC).

A Survey of Selected Recent SEC Guidance Helpful for Municipal Securities Disclosure

August 20, 2020

Mark Vacha authored an article published in The Ledger, that provides issuers with an overview of a sampling of recent SEC guidance for purposes of disclosure for public bond and other debt offerings.

Cozen O’Connor Guides Utz Quality Foods in Business Combination Agreement with Collier Creek Holdings to Form Utz Brands, Inc.

June 10, 2020

Transaction Results in Utz Going Public After Nearly 100 Years as Family Business.

Katayun I. Jaffari Joins Cozen O’Connor as Chair of its Corporate Governance & Securities Group

June 01, 2020

Jaffari, whose clients range from life sciences and energy enterprises, to technology and fintech providers across the United States, comes to the firm from Ballard Spahr LLP.

63 Cozen O’Connor Lawyers, 16 Practices Earn Top Recognition in Chambers USA 2020 Guide

May 14, 2020

Chambers USA, the leading annual guide to the top lawyers and law firms in the United States, has ranked 63 Cozen O’Connor lawyers as leaders in their respective fields in the guide’s 2020 edition.

Cozen O’Connor’s Corporate Practice Continues Rapid Growth, Adding Minnesota Attorney Katheryn A. Gettman

May 11, 2020

Gettman is the eleventh attorney to join the firm’s Corporate Practice this month,

U.S. Companies Walk Legal Tightrope as Earnings Season Kicks Off

April 15, 2020

Chris Bellini discusses how The Securities and Exchange Commission’s guidance on reporting earnings outlooks during the coronavirus pandemic could create pitfalls for U.S. companies in The New York Times.

Public Company COVID-19 Disclosures and Mitigating Securities Litigation Risks [Alert]

March 16, 2020

Joseph Dever, Linda Regis-Hallinan, and Andrew Punzo discuss the SEC's announcement regarding public disclosures in a company's periodic report in light of COVID-19.

SEC Proposes to Expand Private Offerings [Alert]

March 11, 2020

Chris Bellini discusses the SEC's proposal to streamline the current framework of rules and guidance governing exempt offerings and to broaden the availability of such offerings.

Contacts

Katayun I. Jaffari

Chair, Corporate Governance
Co-Chair, Capital Markets & Securities
Chair, ESG

kjaffari@cozen.com

(215) 665-4622

Christopher J. Bellini

Chair, Private Equity
Co-Chair, Capital Markets & Securities

cbellini@cozen.com

(612) 260-9029

Jeremiah G. Garvey

Co-Chair, Capital Markets & Securities

jgarvey@cozen.com

(412) 620-6570

Rory Godinho

Co-Chair, Canadian Capital Markets & Securities

rgodinho@cozen.com

(236) 317-5573

Andrew Elbaz

Co-Chair, Canadian Capital Markets & Securities

aelbaz@cozen.com

(647) 417-5340

People

Awards

Cozen O'Connor's Corporate Practice Selected as a 2024 Best Corporate Practice of the Year Finalist by The American Lawyer

September 05, 2024

Cozen O’Connor is pleased to announce that the firm’s Corporate Practice has been selected by The American Lawyer as a 2024 Best Corporate Practice of the Year finalist for 2024.

Nearly 100 Cozen O’Connor Lawyers, 27 Practices Earn Top Recognition in Chambers USA 2024 Guide

June 10, 2024

Chambers USA rankings are based on an “assessment of a firm’s work and opinions from external market sources, with an emphasis on client feedback.” In order to be ranked in the guide, lawyers and firms must demonstrate “sustained excellence.”

Best Lawyers Honors More Than 200 Cozen O'Connor Attorneys to its Best Lawyers in America 2024 Edition

August 17, 2023

Best Lawyers selected 232 Cozen O’Connor lawyers from 24 of the firm’s U.S. offices for inclusion in the 2024 edition of The Best Lawyers in America.

Chambers Ranks 86 Cozen O’Connor Lawyers, 22 Practice Areas in Chambers USA 2022 Guide

June 02, 2022

Chambers USA, the leading annual guide to the top lawyers and law firms in the United States, has ranked 86 Cozen O’Connor lawyers as leaders in their respective fields in the guide’s 2022 edition.

More Than 205 Cozen O’Connor Attorneys Named Best Lawyers and Ones to Watch By The Best Lawyers In America

August 19, 2021

Best Lawyers selected 210 Cozen O’Connor lawyers from 23 of the firm’s nationwide offices for inclusion in the 2022 edition of The Best Lawyers in America.

82 Cozen O’Connor Lawyers, 19 Practices Earn Top Recognition in Chambers USA 2021 Guide

May 26, 2021

Chambers USA, the leading annual guide to the top lawyers and law firms in the United States, has ranked 82 Cozen O’Connor lawyers as leaders in their respective fields in the guide’s 2021 edition; of those, 15 lawyers have been recognized nationally.

Cozen O’Connor Scores a 100 on the HRC Foundation’s 2021 Corporate Equality Index

February 02, 2021

Cozen O’Connor is pleased to announce it achieved a perfect score on the Human Rights Campaign Foundation’s 2021 Corporate Equality Index.

Katayun Jaffari Named to The Philadelphia Business Journal’s Best of the Bar 2020

October 13, 2020

Cozen O’Connor is pleased to announce that Katayun Jaffari, chair of the firm’s Corporate Governance & Securities practice, has been named to The Philadelphia Business Journal’s “Best of the Bar 2020.”

200 Cozen O’Connor Attorneys Named Best Lawyers and Ones to Watch By The Best Lawyers In America

August 20, 2020

Best Lawyers selected 200 Cozen O’Connor lawyers from 23 of the firm’s nationwide offices for inclusion in the 2021 edition of The Best Lawyers in America© (Copyright 2020 by Woodward/White, Inc., of Aiken, SC).

63 Cozen O’Connor Lawyers, 16 Practices Earn Top Recognition in Chambers USA 2020 Guide

May 14, 2020

Chambers USA, the leading annual guide to the top lawyers and law firms in the United States, has ranked 63 Cozen O’Connor lawyers as leaders in their respective fields in the guide’s 2020 edition.

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