Cozen O’Connor works closely with public and private companies, underwriters, and investors to execute securities transactions and fulfill the requirements for participation in U.S. capital markets. Our team is known for identifying tailored and efficient strategies for capital formation.
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
All 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
Response to SEC comment letters
Section 16 and Section 13 reporting obligations
No-action letter and other rule interpretive guidance
Full-Service Business Counsel
Cozen O’Connor differentiates itself, in part, by allowing senior partners to actually practice law and rejecting the high-leverage staffing model common to so many large firms. With veteran securities lawyers providing hands-on counsel, our clients get the right answer the first time.
The firm’s Securities Practice is also unusual in its focus on small- to mid-cap public companies and regional brokers. These so-called “middle market” firms are growing faster and attracting more capital than any other segment of the U.S. economy. We believe dynamic mid-tier companies need securities lawyers who see their potential, understand their challenges and are committed to their long-term success.
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.
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.
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.
October 31, 2016
Ellen Grady and Christopher J. Bellini discuss recent rules proposed and adopted by the SEC.
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 02, 2016
Christopher J. Bellini and Ellen Canan Grady discuss the two separate proposals released by the SEC; one aims to expand “smaller reporting company” eligibility and the other is designed to streamline disclosure requirements.
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.
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.
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, 2012
SEC Recommends Major Changes in Municipal Securities Market - Public & Project Finance Alert - The Securities and Exchange Commission (the SEC) on July 31, 2012 issued a comprehensive report with recommendations to improve the municipal securities market and enhance disclosure provided to investors.
July 19, 2012
GAO Publishes Report on Factors That May Affect Trends in Regulation A Offerings - Securities Alert - One of the primary objectives behind the Jumpstart Our Business Startups Act (the JOBS Act) was to increase small business capital formation.
July 02, 2012
The JOBS ACT: SEC Guidance on the Changes to the Registration and Deregistration Requirements under the Exchange Act - Securities Alert - H.R. 3606, also known as the Jumpstart Our Business Startups Act (JOBS Act), was signed into law on April 5, 2012.
June 26, 2012
Confidentiality Agreements and Standstill Provisions; the Delaware Chancery Court Broadly Construes Confidentiality Agreements and Enjoins a Hostile Bid Despite the Absence of Standstill Provisions Relating to Stock Transactions - Securities Alert - In a significant recent decision, Martin Marietta Materials, Inc. v. Vulcan Materials Company, the Delaware Chancery Court reiterated the preference of Delaware courts to enforce confidentiality agreements and to construe them broadly as a matter of public policy.
May 10, 2012
The JOBS Act: SEC Guidance on the Confidential Submission Process - Securities Alert - H.R. 3606, also known as the Jumpstart Our Business Startups Act (JOBS Act), was signed into law on April 5, 2012. Since its enactment, the Division of Corporate Finance (the Division) of the Securities and Exchange Commission (the Commission) has provided guidance on the implementation and application of the JOBS Act in light of its existing rules, regulations and procedures.
April 13, 2012
JOBS Act Becomes Law and SEC Issues Guidance: The JOBS Act Reforms the Regulatory Scheme Governing the Offering of Securities - Securities Offerings and Regulation Alert! - The Jumpstart Our Business Startups Act, or JOBS Act, was enacted on April 5, 2012. The JOBS Act was a legislative response to the sharp decline in public offerings during the last decade. It is intended to reform the private and public offering process to ease the regulatory burdens on smaller companies and facilitate capital formation.
June 13, 2011
Supreme Court Decision Limits Scope of Private Securities-Fraud Actions - Securities Offerings and Regulation Alert! - This morning, the Supreme Court issued an important decision limiting the scope of private securities-fraud actions. The decision in Janus Capital Group, Inc., et al. v. First Derivative Traders (No. 09-525) will provide powerful protection to third-parties who assist issuers in the preparation of prospectuses and other public statements.
April 08, 2011
FINRA Adopts New Regulations to Address the Allocation, Pricing and Trade of New Issues - Securities Offerings and Regulation Alert! - The Securities and Exchange Commission recently approved Financial Industry Regulatory Authority (FINRA) Rule 5131, which will go into effect on May 27, 2011. This rule imposes substantial new limitations on the initial public offering process in an effort to engender public confidence. The rule imposes prohibitions on broker-dealers (FINRA members) participating in the allocation, pricing, and trading of "new issues."
September 29, 2010
The Second Circuit Issues an Important Decision Regarding the Scope of the Bespeaks-Caution Doctrine - Securities and Financial Services Litigation and Securities Regulation Alert! - In a recent decision, the United States Court of Appeals for the Second Circuit made clear that the bespeaks-caution doctrine applies to forward-looking statements only and not to characterizations that communicate present or historical facts. Any company that makes public statements should take heed. Disclosures about risks will cover forward-looking statements; but where a plaintiff can show that an allegedly false or misleading statement pertains to present or historical facts,
June 25, 2007
Supreme Court Refines Pleading Requirements in Private Securities Fraud Litigation - Securities and Financial Services Litigation Alert - On June 21, 2007 the United States Supreme Court reached its much-anticipated decision in Tellabas, Inc. v. Makor Issues & Righs, Ltd. clarifying the requirements for pleading fraud in private securities Litigation
June 01, 2007
Securities Litigation Relief On The Horizon? - Corporate Counsel - There are few companies who need not be concerned with developments in securities litigation. With private plaintiffs and regulators “following the money” into
private finance, companies held both privately and publicly must stay informed. Two critical
issues in this area — pleading fraudulent intent and third party liability — are currently
before the U.S. Supreme Court. Greater clarity, and perhaps some relief for corporate counsel, should emerge this year.
May 01, 2007
Privileges and Cooperation - BEST'S REVIEW - Insurance companies, like other businesses, face inquiries and investigations from government agencies and attorneys. They also rely on attorney-client and work-product privileges when gathering information and reaching conclusions necessary to respond in such situations. Companies under scrutiny often face pressure, however, to waive these privileges.
April 10, 2007
The Fifth Circuit Rules on Third Party Liability for Securities Fraud; Underscores Circuit Split; Supreme Court to Review - Securities and Financial Services Litigation Alert - The United States Fifth Circuit Court of Appeals recently issued an opinion concerning the liability of financial services companies and other vendors for their clients alleged securities fraud.
December 08, 2006
The Second Circuit Clarifies the Standard Governing Motions for Class Certification - Securities and Financial Services Litigation Alert! - On December 5, 2006, the United States Court of Appeals for the Second Circuit issued a landmark decision with wide-ranging effects in private securities litigation. Until now, the legal standard governing motions for class certification under Federal Rule of Civil Procedure 23 was an unsettled issue in the Second Circuit, where many securities class actions are brought.
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.
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).
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.
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.