Corporate Governance & Securities

Featured Publication:

SEC Continues its Trajectory on ESG Disclosures

Mehrnaz Jalali and Luke La Rocca co-authored an article published in The Legal Intelligencer that examines the SEC's activities over the last several months focusing on environmental, social, and governance (ESG) disclosures for public companies.
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Companies today must navigate an increasingly demanding regulatory environment, while simultaneously meeting their business goals and balancing myriad competing interests. Cozen O’Connor’s interdisciplinary Corporate Governance & Securities Practice Group helps clients strike this delicate balance. Composed of attorneys in a variety of practices — including Corporate, Securities Litigation & SEC Enforcement, Private Equity, Employee Benefits & Executive Compensation, Financial Services, and Mergers & Acquisitions — our team stands ready to provide clients with a one-stop shop for their corporate governance and securities-related legal needs.

We work closely with public and private companies, U.S.-listed foreign private issuers, and financial institutions to comply with governance requirements and to execute securities transactions and fulfill requirements for participation in the U.S. capital markets. Our public company clients range from those new to the public sphere to Fortune 100 mainstays. Known for our boots-on-the-ground and business-minded approach, our team recognizes that when companies are facing high-stakes (and often public) issues, they need practical, straightforward advice — not legal pontificating. We excel at meeting this need.

Our Corporate Governance & Securities practice can generally be grouped into four categories: Governance, Securities Transactions and SEC Reporting, Public M&A, and Executive Compensation.

Governance

We regularly work with boards of directors and management teams (including in-house counsel, corporate secretaries, and compliance officers) to aid them in meeting their obligations to their companies and stakeholders, including shareholders and employees. We assemble teams of lawyers of various disciplines, dependent upon our clients’ needs, to assist in the creation and maintenance of a comprehensive governance framework that allows directors and management to effectively lead their organizations through an increasingly complex corporate environment. We have extensive experience in creating governance frameworks, preparing governance documents, and supporting directors and management in their compliance efforts. We support board activities, which vary from company to company and evolve over time, following the lead of the boards and management teams on the scope of our role. We assist in supporting compliance with legislation such as Sarbanes-Oxley and Dodd-Frank, fiduciary or governance matters, board committee requirements including those for audit committees and compensation committees, NASDAQ/NYSE requirements, and specific transactional issues. Additionally, when requested, our attorneys provide ongoing educational presentations to board members and management on various topics that range from fiduciary obligations, to governance policies such as insider trading and fair disclosure, to cybersecurity and stockholder activism. We provide guidance around areas of concern involving stockholder engagement, including with proxy advisory firms, ISS, and Glass Lewis. When asked, we routinely attend and support board and committee meetings either on specific topics or for general matters. We view our role in board and committee action as one of supporting the executive suite and the general counsel, shaping our role to fit the particular needs and issues at hand. We regularly offer advice and counsel on the full range of matters boards or directors face regularly, including:

  • Fiduciary duties
  • Director and committee independence
  • Directors and officers (D&O) indemnification and insurance
  • Board and board committee investigations
  • Board effectiveness and benchmarking with respect to governance structures and board processes
  • Board and management evaluation and succession
  • Executive compensation

Securities Transactions and SEC Reporting

We have extensive experience in capital market transactions including:

  • Initial public offerings (IPOs) and stock exchange listings;
  • Alternative public offerings (APOs), including reverse mergers, self-filings, and direct listings;
  • At-the-market offerings (ATMs), equity line offerings, and follow-on equity and debt offerings;
  • Private placements, private investment in public equity (PIPEs), and Rule 144A/Regulation S offerings;
  • Senior, subordinated, secured, and unsecured debt offerings;
  • High-yield and investment-grade debt offerings; and
  • Recapitalizations and related stock reissuances.

We support major day-to-day compliance activities for SEC and exchange reporting, including, among other things, periodic reports (Forms 10-K and 10-Q), Form 8-K compliance, proxy statements, Section 16 reporting, 10b-5 and insider trading, and investor presentations/earning releases. We also routinely provide guidance involving Regulation G, Regulation FD, Rule 10b-18 plans and buyback programs, Sarbanes-Oxley matters, as well as other areas of compliance that arise for most public companies.

Public Mergers and Acquisitions

Cozen O’Connor attorneys have decades of experience helping a remarkably diverse set of clients execute advantageous purchases, sales, or other dispositions. We represent Fortune 500 and other multinational corporations in their largest mergers and acquisitions. Our mergers and acquisitions attorneys have a wealth of experience in dealing with the issues and considerations that are presented in public company M&A transactions and related matters concerning corporate governance. Our lawyers approach every transaction with a sense of urgency and purpose. They do not waste time belaboring the reasons why an approach is unworkable or endlessly cataloguing the obstacles to success.

Executive Compensation

Our executive compensation lawyers have decades of experience navigating the multitude of issues presented by high-level executive compensation arrangements, including incentive plans, equity compensation, severance and change-in-control agreements, and performance metrics. We also help our clients navigate the intricate intersections between the Internal Revenue Code and executive compensation, including qualified and non-qualified deferred compensation plans and Section 409A issues. We also assist our clients with tax and securities law issues relating to these plans, programs, and agreements, including governmental filings and public disclosures. We assist with securities law compliance in connection with these areas and provide guidance on executive compensation disclosure. In addition, we provide guidance and support on executive compensation-related areas of concern involving stockholder engagement (including with proxy advisory firms, ISS, and Glass Lewis) and activist stockholders, working closely with compensation consultants as desired by our clients.

Experience

Publications

Inside Scoop: Shareholder Engagement - It’s About Communication

June 08, 2021

Adrienne Monley, Head of Investment Stewardship for the Americas region at The Vanguard Group, joins Inside Scoop to discuss the importance of shareholder engagement and the best methods for companies to navigate this critical topic.

Inside Scoop: Sustainability & ESG - Tips to Governance & Disclosure

May 05, 2021

Kathy Jaffari is joined by Anisa Kamadoli Costa, chief sustainability officer at Tiffany & Co. and chairman and president of the Tiffany & Co. Foundation, to discuss the increasing importance of sustainability and ESG (environmental, social, and governance) within a corporation.

Roundup of Boardroom Diversity Legislation

May 03, 2021

Katayun Jaffari and Paul Hallgren co-authored an article discussing the current state and what is hoped to be the future accelerated effort of diversifying the boardroom in Today’s General Counsel.

The SEC Continues Its Trajectory on ESG Disclosures

April 29, 2021

Mehrnaz Jalali and Luke La Rocca discuss the SEC's continued trajectory on ESG disclosures despite recent criticism for its failure to compel ESG specific disclosures.

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.

Inside Scoop: Virtual Annual Meetings - Tips to Help Ensure Success

March 08, 2021

Kathy Jaffari is joined by Cathy Conlon, Vice President and Head of Corporate Issuer Product and Strategy at Broadridge Financial Solutions, Inc., on the Inside Scoop for a conversation on the virtual annual meeting landscape.

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.

Inside Scoop: Boardroom Diversity- Tips on How to Get There

February 02, 2021

Kathy Jaffari is joined by Tanuja Dehne, president & CEO of The Geraldine R. Dodge Foundation, for a conversation that provides a perspective on diversity and inclusion in the boardroom.

Transparency in Corporate Political Spending and SEC Rule 14a-8

January 26, 2021

Germain DeMartinis and Kathy Jaffari authored an article in The Legal Intelligencer on the increased focus on political contributions made by companies and the need for these businesses to have increased transparency in order to manage reputational risk.

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.

Nasdaq Proposes New Rules Regarding Board Diversity for Listed Companies

December 03, 2020

On December 1, 2020, The Nasdaq Stock Market filed a proposal with the U.S. Securities and Exchange Commission (SEC) to adopt new listing rules that relate to diversity of board composition, proposed Rule 5605(f), and disclosure of statistical information on board composition, proposed Rule 5606.

SEC Adopts Amendments to MD&A and other Financial Disclosures [Alert]

November 24, 2020

Kathy Jaffari and Richard Busis discuss the SEC's amendments to Regulation S-K in an effort to modernize, simplify, and enhance certain financial disclosures.

SEC Votes to Harmonize and Improve “Patchwork” Exempt Offering Framework [Alert]

November 05, 2020

Anne Madonia and Richard Busis discuss a series of amendments aimed at making the capital-raising process more “effective and efficient” by addressing “gaps and complexities” in the exempt offering framework that have created problems for issuers seeking to gain access to capital and investors looking to participate in investment opportunities.

The SEC 'Modernizes' Certain Disclosure Rules

November 02, 2020

Katayun Jaffari and Paul Hallgren co-authored an article published in The Legal Intelligencer examining amendments the Securities and Exchange Commission has made to certain disclosure rules for public companies in an effort to modernize information presented to investors.

SEC Proposed Exemption Offers Regulatory Clarity For Unregistered Finders [Alert]

October 13, 2020

Seth Popick, Lindsey Stillwell, and Joe Dever discuss the SEC's proposed exemption to allow unregistered natural persons, referred to as finders, to engage in certain limited activities to assist issuers in raising capital from accredited investors.

SEC Adopts Amendments to Modernize Shareholder Proposal Rules [Alert]

September 28, 2020

Chris Bellini discusses the SEC's amendments to modernize Rule 14a-8, which governs the process for shareholder proposals to be included in a company’s proxy statement.

Executive Compensation Considerations Amid the COVID-19 Pandemic

September 09, 2020

Katayun Jaffari, Diane Thompson, and Anne Greene co-authored an article published in The Legal Intelligencer that examines the considerations companies must bear in mind when addressing executive compensation amid the COVID-19 pandemic.

SEC Adopts Amendments to Regulation S-K Items 101, 103, and 105 [Alert]

September 02, 2020

Kathy Jaffari and Germain DeMartinis discuss the SEC's adoption of amendments modernizing the description of business (Item 101), legal proceedings (Item 103), and risk factors (Item 105) disclosures that registrants are required to make pursuant to Regulation S-K.

SEC Expands the Definition of Accredited Investor [Alert]

August 28, 2020

Anne Madonia, Germain DeMartinis, and Richard Busis discuss recent updates to the definition of accredited investor made by the SEC to allow individuals to invest in unregistered private securities offerings based on certain professional certifications or designations or other credentials, rather than based on their wealth or income, as well as to expand the list of entities that will qualify as accredited investors.

ESG Disclosures: What Is the Current State of Play? [The Legal Intelligencer]

August 03, 2020

Kathy Jaffari and Lindsey Stillwell co-authored an article on companies that are taking various approaches to disclosing the environmental, social, and governance criteria that investors are increasingly using as a metric to evaluate investment opportunities.

SEC Issues Final Rules Regarding Proxy Solicitations [Alert]

July 24, 2020

Kathy Jaffari, Richard Busis, and Greg Patton discuss the SEC's amendments to increase transparency and accountability between Main Street investors, investment advisers, and organizations that provide proxy voting advice.

SEC Releases Guidance Regarding COVID-19 Disclosure Considerations [Alert]

June 25, 2020

Kathy Jaffari, Edgar Rapoport, and Chris Bellini discuss the SEC's June 23, 2020, guidance on disclosure considerations regarding operations, liquidity, and capital resources in light of the COVID-19 pandemic.

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.

Transitioning for the End of LIBOR [Alert]

February 24, 2020

Benjamin A. Bomrind, Anne M. Madonia, and Joshua C. Weinberger discuss this discontinuation of LIBOR and how clients should prepare.

SEC Proposes to Update Accredited Investor Definition [Alert]

December 23, 2019

Chris Bellini discusses propose amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D under the Securities Act of 1933.

SEC Final Regulation Best Interest Regarding Duties of Broker-Dealers [Alert]

July 09, 2019

Ingrid Welch and Greg Patton detail the changes broker-dealers will need to make under the new Regulation Best Interest, beginning June 30, 2020.

SEC Proposes to Improve Disclosures Relating to Acquisitions and Dispositions of Businesses [Alert]

May 08, 2019

Chris Bellini discusses the SEC’s proposed amendments relate to the financial disclosure requirements in Rules 3-05, 3-14, and Article 11 of Regulation S-X.

SEC Adopts Amendments for FAST Act Modernization and Simplification of Regulation S-K [Alert]

April 08, 2019

The changes adopted by the SEC will become effective on May 2, 2019, except for the requirement to tag all cover page data in Inline XBRL and the amendments to the rules governing redactions of confidential information in material contracts.

SEC Proposes Expansion of “Test-the-Waters” Communications to All Issuers

March 04, 2019

Chris Bellini discusses proposed Rule 163B and what it means to issuers.

SEC Adopts New Smaller Reporting Company and XBRL Rules [Securities Alert]

July 11, 2018

Chris Bellini discusses the SEC's final rules and rule proposals that broaden the definition of “smaller reporting company” and require the use of the Inline XBRL format in certain operating company and mutual fund filings.

SEC Proposes Disclosure Requirements and Name Restrictions for Broker-Dealers & Investment Advisers [Corporate/Securities Alert]

June 18, 2018

In a series of three proposed regulations with requests for comments, the Securities and Exchange Commission (SEC) seeks to enhance communications by broker-dealers and investment advisers to their customers and clients.

SEC Charges 13 Private Fund Advisers for Repeated Filing Failures [Securities Alert]

June 12, 2018

Christopher Bellini and Ingrid Welch discuss the SEC's focus on policing even the most technical of violations and warn advisers to private funds that they should timely file their Form PF and that the information contained in their Form PF is accurate and complete.

SEC Proposed Regulation Best Interest Regarding Duties Of Broker-Dealers [Securities Alert]

June 11, 2018

Ingrid Welch and Greg Patton discuss Release No. 34-83062 (Best Interest Release) proposed under the Securities and Exchange Act of 1934, as amended; the SEC's attempt to make clear that a broker-dealer may not put its own financial interests ahead of its retail customers when making recommendations.

SEC Proposes Clarification Regarding Fiduciary Duties Owed by Investment Advisers [Securities Alert]

May 08, 2018

Ingrid Welch and Greg Patton discuss three proposed regulations made by the SEC to enhance and clarify the standards of conduct and duties owed by brokers-dealers and investment advisers to their customers and clients.

In The News

Cozen O’Connor Continues Corporate Practice Expansion in Pittsburgh with the Addition of Benjamin W. Milleville

March 25, 2021

Milleville brings a strong history of advising businesses and nonprofit organizations on corporate and transactional matters, including mergers and acquisitions, the negotiation of commercial agreements, governance, and real estate matters.

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.

Emerging State Board Diversity Laws Encourage Proactive Approach

November 03, 2020

Kathy Jaffari discusses steps that some states are taking to increase diversity on corporate boards.

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.

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.

Cozen O’Connor Recognized As a Best Law Firm in 24 Practice Areas Nationwide, 106 Practice Areas Regionally

November 05, 2019

The U.S. News – Best Lawyers “Best Law Firms” rankings are based on a rigorous evaluation process that includes the collection of client and lawyer evaluations and peer review from leading attorneys in their field.

138 Cozen O’Connor Attorneys Named to the Best Lawyers in America

August 28, 2019

Best Lawyers selected 138 Cozen O’Connor lawyers from 21 of the firm’s national offices for inclusion in the 2020 edition of The Best Lawyers in America.

126 Cozen O’Connor Attorneys Named to the Best Lawyers in America

August 22, 2018

One hundred twenty-six Cozen O’Connor lawyers from 20 of the firm’s national offices have been selected for inclusion in the 2018 edition of The Best Lawyers in America.

Cozen O’Connor Names Six New Shareholders

September 07, 2017

Cozen O’Connor is proud to announce the promotion of six members to shareholders of the firm: David Brisco (San Diego), Michael de Leeuw (New York), John Dickenson (West Palm Beach), Jonathan Lichtenstein (Philadelphia), William Walsh (Seattle), and Ingrid Welch (Philadelphia).

100 Cozen O’Connor Lawyers Named to the Best Lawyers in America

August 23, 2017

Lawyers were selected for inclusion in the 2018 edition based on a rigorous peer-review that has been developed and defined for more than 30 years.

Contacts

Katayun Jaffari

Chair, Corporate Governance & Securities

kjaffari@cozen.com

(215) 665-4622

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