Bonnie Roe is a partner at Cohen & Gresser and has over thirty years of experience as a corporate lawyer advising publicly and privately held companies and funds. Her practice focuses on securities law and capital markets, financial regulation, and fintech. Bonnie represents U.S and internationally based companies, financial intermediaries, and investors in public and private offerings, including cross-border offerings. She also regularly advises public companies and their boards of directors on public disclosure, SEC compliance matters, corporate governance, and executive compensation. She serves as counsel to companies and investment funds in early and later stage venture capital financing transactions and has significant experience in fund formation and investment. Bonnie has counseled numerous buyers and sellers of publicly and privately held businesses in developing and executing strategies to efficiently achieve business goals.

Bonnie is the Chair of the American Bar Association’s Subcommittee on Small Business Issuers and is the author of the chapter on securities law opinions in an annually updated treatise on legal opinions (M. John Sterba, Jr., editor, Legal Opinion Letters:  A Comprehensive Guide to Opinion Letter Practice, 3d edition). She frequently speaks and writes on securities law and corporate governance. She has been named one of New York’s Super Lawyers for Securities & Corporate Finance each year since 2011.

Bonnie is a graduate of New York University School of Law, where she was the Managing Editor of the NYU Journal of International Law and Politics. Prior to joining the firm, she was a partner in the New York office of a Canadian firm, Davies Ward Phillips & Vineberg LLP. Bonnie is Co-Chair of the firm’s Diversity and Inclusion Committee. She is proficient in French.

Bonnie Roe is a partner at Cohen & Gresser and has over thirty years of experience as a corporate lawyer advising publicly and privately…

Education

New York University School of Law (J.D. 1982); University of California, Berkeley (M.A. in history); Smith College (A.B., magna cum laude, with high honors in history)

Bar Admissions

New York State; Connecticut

Activities and Affiliations

Member, American Bar Association (Chair, Securities Regulation Subcommittee, Middle Market and Small Business Committee; Chair, Small Business Issuer Subcommittee, Committee on Federal Regulation of Securities; Committee on Mergers and Acquisitions)

Member, Society for Corporate Governance

Member, New York City Bar Association

We are pleased to announce that thirty of our New York and Washington, D.C.-based C&G attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also selected C&G co-founders Mark S Cohen and Lawrence T Gresser to its list of the top 100 lawyers in the New York metropolitan area, and partners Karen H Bromberg and Alexandra Wald as two of its top 50 women lawyers in New York.

Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Fewer than five percent of all lawyers in the U.S. receive this honor.

In this article, Bonnie J Roe notes the impact of Reg A+ in the three years after the SEC's revised framwork rules took effect. 

Twenty-eight of our New York and Washington D.C.-based Cohen & Gresser attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also named C&G co-founding partner Mark S Cohen to its list of the top 100 lawyers in the New York metropolitan area, and partners Karen H Bromberg and Alexandra Wald to its top 50 women lawyers in New York list.

Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Fewer than five percent of all lawyers in the U.S. receive this honor. 

Bonnie J Roe is quoted by Bloomberg BNA in an article regarding shareholder activism, noting that “more people are conscious of the fact that their own corporate strategy could be derailed by an activist.”

We are pleased to announce that twenty-two of our U.S.-based C&G attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also named C&G co-founding partners Mark S Cohen and Lawrence T Gresser to its list of the top 100 lawyers in the New York metropolitan area, and partner Karen H Bromberg to both its list of top 50 women lawyers and top 100 lawyers in this region. 

Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Fewer than five percent of all lawyers in the U.S. receive this honor.  

We are pleased to announce that twenty-two of our New York-based C&G attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Fewer than five percent of all lawyers in New York receive this honor.

Each year, Law360 selects a small group of practitioners from across the country in each of its practice area and industry groups to aid in shaping the publication’s editorial content for the following year. This year, five C&G attorneys were named as Law360 Editorial Advisory Board Members: 
 

- Mark S Cohen, Partner:  White Collar Advisory Board

- Robert J Gavigan, Partner: Mergers & Acquisitions Advisory Board

- Bonnie J Roe, Partner:  Private Equity Advisory Board

- Daniel H Tabak, Partner: Legal Ethics Advisory Board

- Christopher M P Jackson, Counsel: Life Sciences Advisory Board

 

Partner Bonnie J Roe explores how Regulation A may be the best alternative for conducting an Initial Coin Offering in her latest article for Bloomberg BNA

C&G partner Bonnie J Roe discusses the SEC’s response to the Tax Cuts and Jobs Act  and its impact on public company reporting in this C&G Alert. 

Bonnie J Roe is the author of the chapter on securities law opinions in this annually updated treatise on legal opinions, edited by M. John Sterba, Jr. 

With Halloween and Thanksgiving, thoughts naturally turn to year-end reporting obligations. C&G partner Bonnie J Roe summarizes of some changes in reporting requirements that will affect U.S. public companies in the coming year, as well as legislative and regulatory proposals for change and other considerations.

Newly revised Regulation A, dubbed Regulation A+, is designed to help smaller companies raise funds in public markets.  This articles explores some opportunities offered by this regulatory innovation.

The recently enacted “FAST Act” includes some changes to the securities laws for both public and private companies.  The measures were added to the back of the Fixing America’s Surface Transportation Act, which President Obama signed into law on December 4, 2015. 

Over the past few years, forum selection bylaws have become an established part of corporate governance. This trend has gained momentum during the past few months as such provisions have gained both judicial and legislative support. On the judicial side, most courts have enforced such bylaws. And, on the legislative side, recent amendments to Delaware law now provide statutory support for some uses of forum selection bylaws. This update provides more detail on these key developments and explores how companies should think about forum selection bylaws going forward.

After clearing a last minute hurdle, Regulation A+ became effective on June 19, 2015.  The new SEC regulation is designed to facilitate a mini-IPO market for U.S. and Canadian companies that are not yet ready to do a full registered offering.  On June 16, 2015, the SEC refused to stay the implementation of the regulation during the pendency of litigation in the U.S. Court of Appeals for the D.C. Circuit, where the Montana state auditor and commissioner of Securities and Insurance, together with the Massachusetts Secretary of the Commonwealth, seek to challenge the new rule’s preemption of state securities laws for certain offerings.

The SEC has recently undertaken a review of its principal regulations for periodic reporting by publicly traded companies, in response to claims that the reporting process has become overly burdensome and that investors are blinded by “disclosure overload” that makes it difficult to discern the important facts within a mass of detail.  If the regulations were re-written today, they would undoubtedly focus on some different issues.  But the key to more effective disclosure lies in better presentation.  Companies can (and sometimes do) present information in easy-to-understand formats, and they should be encouraged to do so.  In addition, the SEC has a chance to make its website more user-friendly for investors, and it should seize this opportunity to do so.

The Delaware Court of Chancery has again affirmed the validity of exclusive forum bylaws.  This time the bylaw selected North Carolina, and not Delaware, as the forum.  By honoring a choice of forum outside of Delaware, the case helps pave the way for a wider acceptance of exclusive forum bylaws.  The case also suggests that an exclusive forum bylaw may be adopted on the eve of a merger, thus increasing the usefulness of these bylaws as a defense against multijurisdictional litigation in connection with a change of control transaction.

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The Volcker Rule prohibits banks and entities that own them from incentivizing risk-taking activities in connection with executive compensation arrangements.  The article will talk about steps financial institutions should take to make sure they are in compliance with the rule by the time it becomes effective.

A recent SEC no-action letter provides significant relief from SEC registration requirements for so-called "M&A brokers," involved in the purchase or sale of privately-held companies.  Although the letter does not eliminate all of the risks involved in acting as or employing an unregistered intermediary in an acquisition, it represents a step in the right direction for those wishing to lift the regulatory burden on such intermediaries.

The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the year

Will proposed Regulation A+ result in a vibrant public market for smaller company stocks, or will it remain unused like current Regulation A? The proposed regulation would exempt offerings of up to $50 million of securities annually from the registration requirements of the Securities Act, an increase from the current limit of $5 million within a 12-month period.  

On December 11, 2013, the public comment period will close on two new auditing standards proposed by the Public Company Accounting Oversight Board (PCAOB) to improve the informational value of the auditor’s report. These proposed standards, if adopted, would change the role of auditors and expand the scope of the auditor’s report.

As we have previously noted, exclusive forum bylaws potentially offer protection from the risks of multi-jurisdictional litigation.  Recent developments include the withdrawal of an appeal from a Delaware Court of Chancery decision that found such bylaws facially valid and additional feedback from proxy advisory firms.  This alert provides an overview of questions that remain unresolved and provides guidance to companies and stockholders considering exclusive forum bylaws.

The SEC’s new offering rules can be expected to result in significant changes in private capital markets.  The rules also contain some due diligence pitfalls and come with the possibility of greater regulation of unregistered offerings in the future.

Delving into how exclusive forum charter and bylaw provisions limit certain types of shareholder litigation to the corporation’s jurisdiction of incorporation, this article outlines the potential to reduce or eliminate the cost and strategic difficulties of multijurisdictional challenges to corporate action. 

This article anaylzes the SEC’s inquiry into Netflix CEO Reed Hastings for violating rules against selective disclosure and offers lessons in appropriate sharing of nonpublic company information through personal social media platforms.

This article explores best practices for companies and shareholders affected by the SEC’s proposed amendment to rule 10b5-1(c) under the Securities Exchange Act, which is intended to provide a safe harbor from insider trading liability.

A discussion about the increase in the number of private company shares available for sale by investors in essentially public online markets available to accredited investors as a result of the JOBS Act.

The proxy and annual reporting season has begun with relatively few changes in reporting requirements from last year.  This article shares some tips to take you through the season and prepare for changes to come.

This alert discusses the effectiveness of the JOBS Act in the context of smaller companies and the importance of simplifying the IPO process. 

"With the economic recovery slowly taking hold, observers note that there are good reasons to believe M&A activity will grow in 2012 - many companies have significant cash resources and banks are increasingly willing to lend cash for acquisitions..."

This article details the risks associated with employee share buybacks and their impact on the process of a company being sold.

A discussion of the amendment to Section 12(g) of the Securities Exchange Act and its impact on investment in non-reporting entities.

A discussion on the impact of, as well as how to preventt, ‘empty voting’ -  votes cast by persons who have no economic interest in the equity of the company.

Partner Bonnie J Roe will moderate a panel at this year’s ABA Business Law Section Spring Meeting, entitled “Venture Exchanges:  Providing Liquidity to Small Cap Companies?” Bonnie, who also serves as the Chair of the Committee on Federal Regulation of Securities, organized the panel as well.

Partner Bonnie J Roe will be on a panel addressing Regulation A at the “Private Placements and Hybrid Securities Offerings 2019” program hosted by the Practising Law Institute. 

Partner Bonnie J Roe will speak on a panel entitled “Going (to the) Public” at the ABA Business Law Section Annual Meeting 2018 in Austin, Texas on September 14. 

Bonnie J Roe presented at The Reg A Conference by DealFlow Events on "Will Regulation A find its niche?"

C&G partner Bonnie J Roe will participate in an ABA Business Law Section webinar titled, "Current Issues in Securities Law for the Non-Securities Lawyer." This program will provide the basics of what a non-securities lawyer needs to know about securities law. It will demystify the laws and give enough walking-around knowledge so lawyers can determine whether a securities specialist is needed and to what extent.

This course will examine the legal and practical foundations of good corporate governance for privately held companies, particularly younger growth companies, or start-ups, and companies backed by venture capital or private equity investors. 

Webcast for thecorporatecounsel.net regarding how to navigate the changes that will occur with the new FAST Act. 

This panel will discuss recent trends in compliance and enforcement, including 10b5-1 plans, hedging and pledging, and case law developments. 

The panel will address best practices for corporate counsel assisting boards of directors in fulfilling their corporate governance responsibilities, including the various ethical issues that may arise in evaluating an acquisition, conducting an internal investigation or other situations.

Estimating the value of your development stage private company is a necessary first step in preparing for a round of new financing, but the hard part may be the next step: figuring out how to allocate that enterprise value to your different classes of equity. Using the Trados, Inc. case as an example, this panel discussed what to watch out for.

This panel explored some of the consequences of recent changes in the rules governing unregistered securities offerings under Regulation D.

The panel discussed current developments under the JOBS Act of 2012, including pending and future SEC rulemaking initiatives implementing various provisions of the Act. The panel featured Stanley Keller, David Lynn, Michael Hermsenthe, and the Director of the SEC's Division of Corporation Finance, Meredith Cross, and members of her staff.