Cozen O’Connor has been providing sophisticated counsel to a diverse set of businesses and entrepreneurs for more than 40 years. We advise individuals, family businesses, public and private companies, government entities, corporate boards and committees, directors and officers, investors and investment funds, nonprofits, and trade associations in a wide range of industries. Our corporate experience includes regulatory compliance, corporate governance, mergers and acquisitions, tax, securities, finance, bankruptcy, and health law.
A truly outstanding corporate attorney must be a trusted advisor and an aggressive dealmaker. The members of Cozen O’Connor’s Corporate Practice Group understand this dual responsibility better than most and have the requisite skills to excel in both roles.
As advisers, we provide highly individualized counsel on a full range of corporate matters. Our priority is to develop a thorough knowledge of each client’s business, the marketplace in which a client competes, and a client’s long-term goals. With an understanding of a client’s operations, we are then able to craft tailored approaches that satisfy a client’s immediate tactical needs and further the overall mission. Having a clear sense of the core business also facilitates more candid and effective communication. We do not tell our clients what they want to hear — we tell them what they need to know.
As dealmakers, we represent clients in their most important corporate negotiations. Whether trying to finance development, license technology, acquire a competitor, or restructure debt, our legal advice is based on incisive analysis of the needs and goals of partners, targets, and adversaries. Dealmaking is not a zero-sum game, but an attempt to reach a mutually beneficial agreement as quickly as possible. This requires respect for other parties, skillful negotiation, and an instinctive understanding of when to take and when to give. Adversaries may indulge in outbursts or false machismo, but bluster is no substitute for artful persuasion. We make sure that even the toughest negotiations remain productive and collegial.
Cozen O’Connor has long been known as an entrepreneurial firm, one that attracts lawyers with a competitive zeal and willingness to break new ground. Indeed, the attorneys in our Corporate Practice Group are recognized as among the most creative and tenacious corporate practitioners in the country. This is useful because the path from point A to point B is rarely a straight line. Instead of getting mired in the details of why a particular approach is unworkable, we simply find another way. That personal commitment to reaching the goal is what differentiates Cozen O’Connor attorneys. We are not spectators. We are closers.
Corporate Governance & Compliance
Emerging Business & Venture Capital
Mergers & Acquisitions
Private Client Services
Public & Project Finance
Closely held businesses
Public and private companies
Investors and investment funds
Corporate boards and committees
Directors and officers
Nonprofits and trade associations
Cozen O’Connor’s Corporate Practice Group includes some of the nation’s leading practitioners in their fields. They are members of prestigious invitation-only professional organizations, chairs of state and federal bar association sections, and nationally ranked by Chambers and Partners USA. In many cases, our attorneys not only have decades of experience as top counsel, they also have direct corporate or governmental experience. The practice includes former executives and directors of major corporate and nonprofit organizations, general and in-house counsel to multinational companies, and former senior officers in key governmental bodies. Our attorneys are thought leaders in their respective fields and regularly teach, publish, and lecture.
This practice serves a broad range of companies from family-owned to Fortune 500. We have a particularly impressive track record serving so-called “middle-market” firms, businesses that gross between $50 million and $1 billion in annual revenue. The middle market is growing faster, producing more jobs and attracting more capital than any other segment of the U.S. economy. As a result, middle-market companies deserve top corporate lawyers who understand their potential, are attuned to their specific needs and challenges, and are willing to make a long-term commitment to their growth.
May 01, 2019
Chris Bellini discusses the Delaware Supreme Court's preference for deal price, assuming a reasonable process, in a strategic merger.
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.
March 04, 2019
Chris Bellini discusses proposed Rule 163B and what it means to issuers.
August 22, 2018
Tom Dye discusses the increasing momentum in the ranks of legislators, the U.S. Department of Justice, and state attorneys generals to investigate and take action against companies who enter into agreements between two or more employers not to hire the other’s employees.
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.
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.
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.
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.
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.
July 28, 2017
The report stems from an SEC inquiry of a “virtual” organization known as “The DAO” and looked into whether The DAO and associated entities and individuals violated federal securities laws with unregistered offers and sales of DAO Tokens in exchange for ether.
July 11, 2017
Christopher Bellini and Ellen Grady discuss an SEC announcement allowing issuers to submit draft registration statements on a nonpublic basis for an IPO, as well as for most securities offerings made within 12 months after the issuer first becomes a reporting company.
April 25, 2017
Joseph C. Bedwick and Larry P. Laubach discuss the extensive amendments that govern everything from the contents of the certificate of organization to the ability to alter fiduciary duties.
March 13, 2017
Christopher J. Bellini and Ellen Canan Grady discuss the March 1, 2017, SEC vote to adopt final rule and form amendments to require issuers to include hyperlinks to each exhibit included in SEC filings.
February 15, 2017
Ellen Grady and Richard Busis discuss the uncoordinated actions of the Trump administration that has begun the dismantling of Securities and Exchange Commission (SEC) regulations promulgated under The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010.
January 18, 2017
Steve Silton, a member of Cozen O'Connor's Corporate practice, discusses the United States in The Sports Law Review.
January 05, 2017
Steven Dickinson discusses the IRS's new reporting requirements for wholly foreign-owned limited liability companies and other disregarded entities, which is a significant change from past practice.
November 27, 2016
Evan Berquist, an associate in Cozen O’Connor’s Corporate Practice Group, discusses President-elect Trump’s evolution from candidate to future president.
November 18, 2016
This analysis provides insight into some of the most pertinent business issues President-elect Trump will likely address during his term, and what the election could mean for your industry and your business.
September 07, 2016
Christopher J. Bellini discusses recent SEC proposed amendments to its forms and rules that would require issuers that file registration statements and periodic and current reports to include in these filings a hyperlink to each of the exhibits listed in the exhibit index.
August 29, 2016
Evan Berquist, an associate in Cozen O’Connor’s Corporate Practice Group, discusses the 2016 Rio Olympics and Brazil’s future.
June 20, 2016
Christopher J. Bellini discusses a recent SEC settlement order that highlights the importance the SEC has placed on the issue of broker-dealer registration for the private equity industry.
June 09, 2016
Roy Carrasquillo, a member of Cozen O'Connor's Corporate practice group, and Scott Bettridge, a member of Cozen O'Connor's Immigration practice, discuss EB-5 reform in Law360.
May 24, 2016
Christopher J. Bellini and Ellen Canan Grady discuss the 12 new Compliance & Disclosure Interpretations regarding the use of non-GAAP financial information issued by the Division of Corporation Finance of the Securities and Exchange Commission.
May 17, 2016
Ellen Canan Grady and Richard J. Busis discuss the SEC's Compliance and Disclosure Interpretations (C&DIs), which provide interpretive guidance on Regulation Crowdfunding.
April 26, 2016
Evan Berquist, an associate in Cozen O’Connor’s Corporate Practice Group, discusses Congress’s upcoming decision on PROMESA.
April 10, 2016
Evan Berquist, an associate in Cozen O’Connor’s Corporate Practice Group, discusses the Obama administration’s opening to Cuba.
January 19, 2016
Ellen Canan Grady provides a brief description of the most important initiatives in securities law and corporate governance during 2015, and provides links to the related Cozen O’Connor client Alerts.
January 11, 2016
Roy Carrasquillo, a member of Cozen O'Connor's Corporate practice group, and Scott Bettridge, a member of Cozen O'Connor's Immigration practice, discuss the benefits of permanently authorizing EB-5 in Law360.
November 17, 2015
Evan Berquist discusses the significant changes to the U.S. sanctions regime that regulates commerce with Cuba.
November 09, 2015
The proposed amendments to Rule 147 are designed to facilitate capital formation and, in part, to assist issuers seeking to raise capital under state intrastate crowdfunding rules. The proposed amendments to Rule 504 under Regulation D increase the amount of securities that may be sold in any 12-month period to $5 million and add certain “bad actor” disqualification provisions.
November 09, 2015
“Regulation Crowdfunding,” which was approved by a three to one vote of the Commissioners, sets forth rules under which small businesses and startups can raise equity or debt in a crowdfunded securities offering conducted through a funding portal using the Internet.
August 10, 2015
The final CEO pay ratio rule amends Item 402 of Regulation S-K, and requires public companies to disclose (1) the median annual total compensation of all employees of the issuer (other than the CEO), (2) the annual total compensation of the CEO of the issuer, and (3) the ratio of those two amounts.
July 08, 2015
The proposed rules would direct the exchanges to develop listing standards requiring listed companies to implement a policy to recover from executive officers, in the event of an accounting restatement, incentive-based compensation that would not have been paid under the restated financial statements.
July 06, 2015
The SEC is seeking comments on whether the SEC’s current rules governing disclosure of audit committee activities permit investors to understand and evaluate audit committee performance.
October 01, 2014
Paul Rutter, a member of Cozen O'Connor's Real Estate Practice, discusses crowdfunding in the UCLA Economic Letter.
October 09, 2013
The Delaware General Corporation Law, like the business corporation law of most states, provides in Section 223(a) that vacancies on a corporate board can be filled through appointment of new directors by the existing directors unless the certificate of incorporation or bylaws provide otherwise. However, unlike the corporation law in other states, Section 223(c) of the DGCL allows stockholders in certain circumstances to petition the Court of Chancery to direct that a special stockholders' meeting take place in order to fill the vacancies through a stockholder vote. Section 223(c) commits the decision to grant the petition to the discretion of the court.
August 19, 2013
Effective August 1, 2013, Section 18-1104 of the Delaware Limited Liability Company Act (the Act) was amended to confirm that, absent a provision in the limited liability company agreement to the contrary, the managers and controlling members of a limited liability company owe the fiduciary duties of care and loyalty to the limited liability company and its members.
June 06, 2013
In a recent case before the Delaware Supreme Court, SigaTechnologies v. PharmAthene, the court upheld a Delaware Chancery Court’s ruling that an express agreement between parties to negotiate in good faith, even if the subject of the negotiation is embodied in a non-binding term sheet, is enforceable.
March 14, 2013
On January 23, 2013, the Pennsylvania Benefit Corporation Act (the Act) became effective. The Act authorizes a new type of for-profit business corporation known as a benefit corporation. Pennsylvania is now one of 12 states that have passed laws creating benefit corporations.
July 01, 2012
This issue of the Business Law Observer covers several areas of business activity, anticipating problems, and how to deal with them before they become insurmountable, including: Venture Capital, Intellectual Property, Governmental Risks, China Practice and Public and Project Finance.
October 01, 2011
Fall 2011 - Business Law Observer - We welcome your inquiries on these topics and any other questions you may have, and trust that we can provide you with the counsel you need to steer clear of the impediments to successfully running your business.
September 26, 2011
3d Circuit Permits Pennsylvania Minority Shareholder to Sue Majority Shareholders for Breach of Fiduciary Duty After Completion of Cash-Out Merger - Corporate Alert! - In August, 2011, the U.S. 3d Circuit Court of Appeals held that the fact that the Pennsylvania Business Corporation Law gives appraisal rights to minority shareholders “squeezed out” by a merger does not preclude other remedies, including a breach of fiduciary duty claim. In so doing, the 3d Circuit overruled the lower court, which had dismissed the fiduciary duty claim of a minority shareholder (Mitchell) on the basis that appraisal rights are the exclusive remedy
July 11, 2011
Don't Ask And Don't Tell: How to Avoid GINA Liability - The Corporate Counselor -
June 01, 2011
Donald Nanney and Duane Montgomery discuss this topic in Korek Land Company, Inc's Commentaries & Bulletins.
June 01, 2011
Evan Berquist co-authored the International Law for Afghanistan, 1st ed. This publication gives a detailed view of international law as it relates to Afghanistan.
April 01, 2011
Paul Rutter, a member of Cozen O'Connor's Real Estate Practice, discusses a lender's right to waive in Korek Land Company, Inc's Commentaries & Bulletins.
February 07, 2011
Delaware Supreme Court Affirms Use of Net Operating Loss Poison Pills - Corporate Law Alert! - In the recent case, Versata Enterprises, Inc. and Trilogy, Inc. v. Selectica, Inc., the Delaware Supreme Court upheld the Delaware Chancery Court’s ruling that the use of a net operating loss poison pill was valid. This holding is significant because it is the first time the court has examined the validity of a net operating loss poison pill and, further, the first time the court has ruled on any pill that was actually triggered.
January 31, 2011
HSR Filing Threshold Increases to $66 Million ... and Other Facts that May Impact Whether You Have to File - Corporate Law Alert! - The Federal Trade Commission has released the annual jurisdictional adjustments for premerger notification filings made pursuant to the HSR Act, which take effect for transactions closing on or after February 24, 2011. But while the thresholds should be the first step in determining whether or not you have to file, there are other important considerations as well.
November 23, 2010
Fall 2010 - Business Law Observer - Since our Spring 2010 Observer was published, significant new legislation has been enacted
by Congress, affecting tax planning and securities transactions, among other areas. We have summarized two of the new acts, in addition to a review of existing legislation as it affects doing business abroad. Imbedded in the Health Care Act is a new provision in the Internal Revenue Code, codifying the “economic substance doctrine.”
July 21, 2010
FCC Offers ‘Third Way’ On Authority Over Internet Service - New York Law Journal - The U.S. Court of Appeals for the D.C. Circuit recently ruled that the Federal Communications
Commission (FCC) lacked jurisdiction over Comcast’s
Internet service. Comcast Corp. v. FCC, Docket No. 08-1291 (D.C. Cir. April 6, 2010). Therefore, the FCC lacked authority to impose upon Comcast nondiscriminatory obligations regarding such
May 15, 2009
‘Where was the board?’ Where was I? - Directors & Boards - Former directors of Bear Stearns Companies Inc. won a rare early litigation victory in December,
a summary judgment motion exonerating them from liability for their hasty decision to sell Bear
Stearns to JP Morgan Chase in March 2008. Before they got to trial, class action plaintiffs were defeated in their claims that the directors violated their fiduciary duty, despite expert testimony that there were better options than a fire sale price of $10 per share
July 10, 2007
Summer 2007 - Business Law Observer -
November 06, 2006
Fall 2006 - Business Law Observer -
April 25, 2019
Chambers USA, the leading annual guide to the top lawyers and law firms in the USA, has ranked 57 Cozen O’Connor lawyers as leaders in their respective fields in the Guide’s 2019 edition.
February 11, 2019
The public offering of 3,285,550 shares includes 428,550 shares of common stock issued upon the exercise in full of the option to purchase additional shares granted to the underwriters, at a public offering price of $7.00 per share.
January 22, 2019
Attorney Frederick E. Schmidt, Jr. Guides Senior Secured Lender Through a Complex Chapter 11 Section 363 Sale
January 17, 2019
Joe Bedwick, a member of Cozen O'Connor's Corporate practice, was quoted in Cannabis Business Times discussing how companies can be prepared to negotiate their terms.
January 02, 2019
Acreage will issue approximately 6.4 million Subordinate Voting Shares to Form Factory shareholders at a deemed price of $25 (USD) per share. The transaction is expected to close in the first quarter of 2019.
October 04, 2018
The Corporate and International practices at Cozen O’Connor represented Eurofins Scientific SE in the acquisition of TestAmerica Environmental Services LLC (TestAmerica) from JSTI Group. The transaction is valued at $175 million on a cash-free, debt-free basis. The transaction is expected to close in the fourth quarter of 2018, subject to the fulfillment of regulatory and customary closing conditions.
September 21, 2018
Super Lawyers has named 17 Cozen O'Connor attorneys to its 2018 New York Super Lawyers and Rising Stars list. Twelve were recognized as Super Lawyers and five were named "Rising Stars."
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.
July 25, 2018
Jeremy Garvey, a member in the firm’s Corporate Practice Group, is quoted in an article in the Pittsburgh Business Times on Ford Motor Company’s self-driving business, Ford Autonomous Vehicles, LLC, and the auto company’s stake in Argo AI, LLC.
June 20, 2018
Evan Berquist, an associate in Cozen O’Connor’s Corporate Practice, has been named to Minnesota Lawyer’s 2018 Up & Coming Attorneys.
May 21, 2018
Cozen O’Connor is pleased to announce that Chambers USA has recognized 50 Cozen O’Connor attorneys for 2018 as leaders in their respective fields; 12 attorneys were recognized nationally and 14 were ranked in the top band either nationally or at the state level.
February 01, 2018
In the 2018 U.S. News - Best Lawyers® "Best Law Firms, Cozen O’Connor is ranked nationally in 17 practice areas and regionally in 64 practice areas.
January 18, 2018
Gregg M. Kander joins Pittsburgh office and will concentrate his practice on corporate and partnership taxation and business planning
December 18, 2017
The national corporate practice group at Cozen O’Connor represented Wilco Electronic Systems, Inc., a provider of communication services to educational, government, and low-income communities throughout Philadelphia, in the sale of its cable assets to Comcast Corporation, one of the largest internet providers in the United States.
December 15, 2017
Hanover, PA-based Utz Quality Foods completed its acquisition of Inventure Foods in a deal valued at $165 million. Larry Laubach, chair of Cozen O'Connor's Corporate Practice Group, assisted Utz in the transaction.
December 05, 2017
The national corporate practice and international practice at Cozen O’Connor represented Eurofins Scientific SE in the acquisition of EAG Laboratories from affiliates of Odyssey Investment Partners. The transaction is valued at $780 million on a cash-free, debt-free basis, and closed on December 1, 2017.
November 02, 2017
Melinda Rudolph, a member of Cozen O’Connor’s Corporate Practice Group, has been selected as a 2017 Women of Distinction by the Philadelphia Business Journal.
October 17, 2017
Ira C. Gubernick, vice chair of Cozen O’Connor’s Corporate Practice Group, was selected for the Philadelphia Business Journal’s inaugural “Best of the Bar.”
September 07, 2017
Bomrind is part of an overall expansion of the firm’s Corporate Practice in New York City.
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.
July 11, 2017
Cozen O’Connor is pleased to welcome Melinda Rudolph to the firm as a member. Rudolph joins the firm’s Corporate Practice Group and is resident in the Philadelphia office.
May 17, 2017
Cozen O’Connor has announced the following attorneys have joined the firm: employee benefit/ERISA attorneys John H. Wilson, Lynn Brehm and Matthew Clyde, labor and employment attorney Brian A. Casal, and commercial litigators William J. Moorhead and Gabrielle Lee.
May 08, 2017
The new attorneys add depth in Pittsburgh across Commercial and Corporate practices and continues to expand its national Labor & Employment Department
May 03, 2017
Cozen O’Connor has launched a full-service Pittsburgh office with three former leaders of Buchanan Ingersoll & Rooney PC: labor and employment attorney Thomas Giotto, corporate attorney Jeremy Garvey, and complex commercial and health care litigator Gene Giotto.
March 19, 2017
Evan Berquist is quoted in a Forbes article about the growing importance of foreign language skills.
February 13, 2017
Evan Berquist discusses Americans with Disabilities Act (ADA) compliance issues for small businesses on the National Federation of Independent Business’s website, NFIB.com.
January 17, 2017
Evan Berquist, an associate in Cozen O’Connor’s Corporate Practice Group, discusses Cuba’s food-rationing system and responsible tourism on the travel blog, Epicure and Culture.
November 23, 2016
Firms included in the 2017 "Best Law Firms" list are recognized for professional excellence with persistently impressive ratings from clients and peers.
August 15, 2016
Sixty-two Cozen O’Connor lawyers from 13 of the firm’s national offices have been selected for inclusion in the 2017 edition of The Best Lawyers in America.
July 21, 2016
Cozen O’Connor attorneys represent Pennsylvania-based Utz Quality Foods Inc. in its recently announced $135 million acquisition of Golden Enterprises Inc.
June 23, 2016
Steve Silton, a member of Cozen O'Connor's Corporate practice group, discusses the recent Minnesota Wild case against daily fantasy sports on Law360.
May 27, 2016
Chambers USA recognized 41 Cozen O’Connor lawyers as leaders in their respective fields; 12 attorneys were recognized nationally and 11 were ranked in the top band.
May 23, 2016
Roy Carrasquillo, a member of Cozen O'Connor's Corporate practice group, discusses the SEC case that is pushing EB-5 focus in the Daily Business Review.
April 23, 2016
Evan Berquist of the Corporate Law Practice Group was profiled by DoingBusinessInCuba.news for his niche Latin American practice.