Cozen O’Connor: Securities

Securities

Recent News:

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

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.

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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.

Securities Transactions

  • 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

Securities Compliance

  • 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.

Experience

Publications

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.

SEC Issues Guidance on Initial Coin Offerings [Securities Alert]

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.

SEC Expands Confidential Review Process for Draft Registration Statements [Securities Alert]

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.

SEC Disclosure Updates — Exhibit Hyperlinks, Industry Guide 3 and Inline XBRL [Securities Alert]

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.

Rollback of SEC Regulations Promulgated Under Dodd-Frank Has Begun [Securities Alert]

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.

7 Ways the Trump Administration Will Affect Businesses

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.

SEC Proposes to Require Universal Proxies; Adopts Final Rules to Facilitate Intrastate Offerings [Securities Alert]

October 31, 2016

Ellen Grady and Christopher J. Bellini discuss recent rules proposed and adopted by the SEC.

SEC Proposes Rule Amendments to Require Issuers to Include Hyperlinks to Exhibits in Filings [Securities Alert]

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.

SEC Proposes Changing Smaller Reporting Company Definition and Streamlining Disclosure Requirements [Securities Alert]

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.

SEC Issues New C&DIs on the Use of Non-GAAP Financial Measures [Corporate/Securities Alert]

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.

Crowdfunding: SEC Publishes C&DIs and Small Entity Issuer Compliance Guide [Corporate/Securities Alert]

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.

Securities Law and Corporate Governance Developments: A Look Back at 2015 and a Preview of 2016 [Corporate/Securities Alert]

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.

SEC Proposes Amendments to Rule 147 and Rule 504 [Corporate/Securities Alert]

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.

SEC Adopts “Regulation Crowdfunding” [Corporate/Securities Alert]

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.

SEC Adopts CEO Pay Ratio Regulation, Implementing Dodd-Frank Mandated Disclosure [Corporate/Securities Alert]

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.

SEC Proposes Clawback Rules for Listed Companies [Corporate/Securities Alert]

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.

SEC Proposes Concept Release On Audit Committee Disclosure Requirements [Corporate/Securities Alert]

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.

SEC Recommends Major Changes in Municipal Securities Market [Public & Project Finance Alert]

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.

GAO Publishes Report on Factors That May Affect Trends in Regulation A Offerings [Securities Alert]

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.

The JOBS ACT: SEC Guidance on the Changes to the Registration and Deregistration Requirements under the Exchange Act [Securities Alert]

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.

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]

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.

The JOBS Act: SEC Guidance on the Confidential Submission Process [Securities Alert]

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.

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!]

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.

Supreme Court Decision Limits Scope of Private Securities-Fraud Actions [Securities Offerings and Regulation Alert!]

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.

FINRA Adopts New Regulations to Address the Allocation, Pricing and Trade of New Issues [Securities Offerings and Regulation Alert!]

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."

The Second Circuit Issues an Important Decision Regarding the Scope of the Bespeaks-Caution Doctrine [Securities and Financial Services Litigation and Securities Regulation Alert!]

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,

Supreme Court Refines Pleading Requirements in Private Securities Fraud Litigation [Securities and Financial Services Litigation Alert]

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

Securities Litigation Relief On The Horizon? [Corporate Counsel]

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.

Privileges and Cooperation [BEST'S REVIEW]

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.

The Fifth Circuit Rules on Third Party Liability for Securities Fraud; Underscores Circuit Split; Supreme Court to Review [Securities and Financial Services Litigation Alert]

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.

The Second Circuit Clarifies the Standard Governing Motions for Class Certification [Securities and Financial Services Litigation Alert!]

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.

In The News

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.

Cozen O’Connor Earns Client Recognition in 2016 Chambers USA Rankings

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.