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, capital markets, mergers and acquisitions, and executive compensation. Bonnie represents U.S. and internationally based companies, financial intermediaries, and investors in public and private offerings, including cross-border offerings and SPACs. She also regularly advises public companies and their boards of directors on public disclosure, SEC compliance matters, and corporate governance. 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. She regularly advises companies and executives on compensation issues, including stock options and executive compensation agreements, in the context of mergers and acquisitions, corporate governance, fiduciary duties, terminations, and the general intersection of employment and corporate law.
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.
Bonnie Roe is a partner at Cohen & Gresser and has over thirty years of experience as a corporate lawyer advising publicly and privately…
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)
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
Member, Law360's Capital Markets Editorial Advisory Board
International law firm Cohen & Gresser
represented Sierra Space Corporation
, a commercial space company that is building and delivering the infrastructure and systems required for the future of space travel, in its record-breaking $1.4 billion Series A financing round.
The private funding round represents the largest aerospace and defense capital raise in the world in 2021 and the second-largest private capital raise of all time in the aerospace and defense sector.
Leading global investors including General Atlantic, Coatue, and Moore Strategic Ventures, along with private equity funds managed by firms including Black Rock and AE Industrial Partners and various family offices, all participated in the transaction.
Cohen & Gresser served as counsel to our client Sierra Space on all aspects of the transaction. “We are proud of the opportunity to assist Sierra Space in this groundbreaking transaction to support the future of space travel,” said Jeffrey M. Bronheim
, lead partner on the engagement for Cohen & Gresser.
The Cohen & Gresser team was led by Jeffrey M. Bronheim
, Bonnie J. Roe
, and Daniel H. Mathias
, with assistance from associates Winnifred A Lewis
and Georgia Moorhouse
. C&G partners Nicholas J. Kaiser
(tax), Ronald F. Wick
(antitrust), and David F. Lisner
(litigation) provided additional support.
Read Sierra Space Corporation’s press release here
Bonnie Roe is quoted in the latest “Accounting & Compliance Alert” for Thomson Reuters about the top accounting issues that target private companies and SPACs must consider when deal-making.
Bonnie notes that the biggest issue for companies rushing to go public via SPAC (termed “De-SPACing”) is potentially having to get auditor attestation of your internal controls in your first year, depending on the status of the SPAC partner. Bonnie continues “[that] basically means that before you do the transaction you have to have started the process that would enable you to do an audit of your internal controls for the year that you were in.”
Cohen & Gresser represented Imagine Software, a leading global portfolio risk management technology company, in its sale to Francisco Partners, a global investment firm that specializes in partnering with technology and technology-enabled businesses. Francisco Partners has announced that it will combine Imagine Software with the recently acquired TradingScreen to form TS Imagine – a new dynamic end-to-end trading and portfolio management software platform that will be one of the most robust SaaS cloud-based software platforms in capital markets and investment management.
The combined company will offer integrated and complete front office solutions, complementary product capabilities, best-in-class technology, global geographic coverage, and deep expertise to investment firms and financial institutions around the world.
The C&G team representing Imagine Software in its sale to Francisco Partners included Lawrence T Gresser
, Kwaku Andoh
, Karen H Bromberg
, Bonnie J Roe
, Nicholas J Kaiser
, Ronald F Wick
, Alexandra K Theobald
, and Drew S Dean
Learn more about the deal in Francisco Partners’ press release
International law firm Cohen & Gresser
represented One Day University, an education services provider, in its $5 million sale to CuriosityStream Inc., a leading global factual streaming service and media company.
CuriosityStream announced in its release that the acquisition of One Day University “complements and enhances CuriosityStream’s offering of premium factual content and provides additional long-term revenue and promotional opportunities by connecting directly with new audiences in new formats.” One Day University offers access to more than 500 lectures from professors at more than 150 colleges and universities in the U.S., including live in-person events, live-streamed series with Q&A, digital courses, as well as a subscription to on-demand access to a library of hundreds of informative lectures.
C&G’s Bonnie J Roe
advised One Day University on this sale transaction.
Learn more about the deal in CuriosityStream's press release
Cohen & Gresser’s Kwaku Andoh
, Adam Bramwell
, and Bonnie J Roe
have been selected to serve on Law360’s
2021 Editorial Advisory Boards in the areas of Mergers & Acquisitions, Government Contracts, and Capital Markets, respectively. As board members, they will offer feedback on Law360
content and provide insights and trends to assist future coverage in their respective practice areas. This marks the third consecutive year that Bonnie and Kwaku have been named board members.
Cohen & Gresser is pleased to announce that 35 of the firm's New York and Washington D.C.based attorneys have been named to the 2020 Super Lawyers List across a wide range of practice areas. C&G co-founder Mark S Cohen and partners Jonathan S Abernethy and Daniel H Tabak have also been named to the Super Lawyers list of the top 100 lawyers in the New York metropolitan area, and partner Karen H Bromberg has been recognized as one of the top 50 women lawyers in the New York metropolitan area.
Bonnie J Roe is quoted in an article by Activist Insight about whether adding activism as a risk factor in companies' annual reports is justified.
We are pleased to announce that 33 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-founder Mark S Cohen and partners Jonathan S Abernethy and Daniel H Tabak to its list of the top 100 lawyers in the New York metropolitan area, and partner Karen H Bromberg to its list of the top 50 women lawyers in the New York metropolitan area.
Bonnie J Roe has been named to Law360’s 2019 Capital Markets Editorial Advisory Board and will offer her insight and expertise in the field to best shape future coverage of the capital markets landscape.
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.”
Twenty-two of our New York and Washington, D.C.-based 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 the New York metropolitan area.
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.
On February 10, 2022, the SEC adopted a proposal to make significant changes in the rules requiring investors to report their ownership of shares of U.S. publicly traded companies.
As recommended by some corporate governance advocates, the SEC has proposed to shorten the deadlines for filing Schedules 13D and 13G, require that certain derivative securities be counted for purposes of calculating beneficial ownership, and change what constitutes a group for purposes of filing Schedule 13D.
Not only would these proposals increase the reporting and compliance burdens for investors, but they could also change the dynamics of certain contests for control and expand the number of persons subject to the short-swing profit rules of Section 16 of the Securities Exchange Act.
In this C&G client alert, lawyers from our New York, London, and Paris offices discuss the evolution of SPAC investment in the U.S., UK, and French financial markets and provide an in-depth analysis of the position taken by the regulatory authority in each of these prominent financial hubs to help potential sponsors, investors, and target companies determine the right market for their needs.
In this C&G client alert, Bonnie Roe and Cody Lipton discuss recent statements from the SEC that highlight the importance of “good corporate hygiene” in regulating purchases and sales of stock by the company and its officers and directors, and they analyze the impact of a changing regulatory environment on the design and implementation of 10b5-1 plans.
In this C&G Client Alert, Bonnie J Roe discusses the “good faith” need determination standard for the new Paycheck Protection Program loans.
Bonnie J Roe and Sophia Soejung Kim discuss the key components of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was signed into law on March 27, 2020 with the goal of offsetting some of the economic consequences of the COVID-19 pandemic.
In this C&G Client Alert, Bonnie J Roe and Cody Lipton discuss the SEC guidance issued on January 30, 2020 on the use of key performance metrics for public companies discussing their financial results and proposed amendments to certain financial reporting requirements.
Bonnie J Roe and Cody Lipton examine the SEC's proposed amendments to its definition of “accredited investor,” which add new categories of qualifying natural persons and entities able to participate in certain exempt offerings without specific disclosures or other limitations.
Bonnie J Roe explores how Regulation A may be the best alternative for conducting an initial coin offering in her latest article for Bloomberg Law.
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.
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 participate in a panel titled "Undertaking a Private Placement Transaction" at the Practising Law Institute's "Private Placements and Hybrid Securities Offerings 2022" program.
C&G partner Bonnie J Roe will speak in a Strafford webinar entitled “Shareholder Engagement Strategies for Public Companies: Avoiding Proxy Contests.” The panel will focus on the engagement between a public company and its institutional shareholders, including discussing strategies, preparation, communication, timing, and legal requirements that management and the board must consider when engaging with shareholders.
Bonnie J Roe will participate in a panel titled "Undertaking a Private Placement Transaction" at the Practising Law Institute's "Private Placements and Hybrid Securities Offerings 2020" program.
Partner Bonnie J Roe moderated 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 was featured 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.