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.

Cohen & Gresser is pleased to announce that Spear’s Wealth Management has named Jeffrey M Bronheim, John W Gibson, and Richard Kovalevsky QC to its 2021 Legal Directory & Hommes d’Affaires index. The Spear’s legal index identifies the top legal counsel for private clients in the UK.

Jeff Bronheim is featured as a “Top Recommended” corporate lawyer in the 2021 index. Spear’s notes that Jeff is an “eminent and personable partner” and “comes highly recommended by a senior adviser in wealth management.” Jeff serves as the Managing Partner of Cohen & Gresser’s London office and has over 30 years of experience assisting funds, companies, high-net-worth individuals, and family offices with complex legal and business issues, including investments, regulatory considerations, disputes, and structural planning.

John Gibson is featured as a “Top Recommended” criminal lawyer in the 2021 index and is commended for his “expertise with UK/US cooperation in economic crime investigation.” John leads Cohen & Gresser’s UK White Collar and Investigations practice and is a former senior prosecutor at the UK’s Serious Fraud Office. He offers rare insight into the focus of UK law enforcement and financial regulation, when and how to engage with regulators and prosecutors, and how to develop and deploy the best litigation strategy for a wide range of criminal and compliance situations.

Richard Kovalevsky QC, featured consistently by Spear’s as a “Top Recommended” criminal lawyer, is once again included in the 2021 criminal lawyers and hommes d’affaires indices. Spear’s highlights “the wide range of cases that come across Kovalevsky’s desk” and notes that “his client base is similarly varied.” Richard is the head of Criminal Defense for the London office. He specializes in advising and representing high-net-worth individuals in connection with international and domestic issues and is known for his discreet tactical approach and expertise.

From Cohen & Gresser’s office in Mayfair, Jeff, John, Richard, and their UK colleagues work closely with attorneys in Cohen & Gresser’s U.S. and French offices on complex multi-jurisdictional matters and offer a multi-disciplinary practice tailored to the needs of ultra-high and high-net-worth individuals and family offices. Leveraging decades of experience, including at premier investment houses, the Bar, and the top-tier of elite global law firms, Cohen & Gresser delivers consistent, high-quality service across the types of matters our clients are likely to face, including fund investing and structure, strategic transactions, art law and restitution, privacy and data security, employment matters, tax issues, regulatory considerations, commercial disputes, reputation management, and, when necessary, defense against litigation, investigation, and prosecution.

Jeff Bronheim spoke with Real Deals about the current environment for first-time private equity fundraising following a steep decline in 2020 due to COVID-19 restrictions. As optimism grows for a rebound in 2021, Jeff details key obstacles LPs will need to consider when backing a first-time fund.

“The big issue for any LP backing a first-time fund is getting to grips with how the team works together and how the partnership will be set up,” said Jeff. He continues, “How will decisions be made? Who has the final say? What happens when there is a disagreement about a deal, or a firm is locked into a bidding war?” (Subscription required.)

Jeff Bronheim spoke with The Telegraph about the impact of remote working on employees after the pandemic and its effect on compliance culture and training. (Subscription Required)

Cohen & Gresser LLP advised private equity firm Limerston Capital in its acquisition of Forensis Group Limited and Forensic Axis Limited (trading respectively as Forensic Access and Axiom International), specialists in forensics science services and premier providers of international institutional reform and capacity building. The combined acquisition will form the basis of a new, comprehensive international criminal justice services provider. Management and founders, led by Professor Angela Gallop, will retain a significant minority shareholding as part of the transaction and will work with Limerston Capital to expand the businesses through organic growth and strategic acquisitions. The terms of the transactions were not disclosed.

Jeffrey M Bronheim spoke to Bloomberg about weaknesses surrounding collateralized loan obligations (CLOs) as a result of the COVID-19 pandemic.

London Managing Partner Jeffrey M Bronheim chaired the 2018 Annual Help For Children London Benefit Dinner. Jeff sits on the United Kingdom and Global Boards of Directors for the organization, which works to prevent and treat child abuse around the world. Photos from the event can be seen here and here.

London Managing Partner Jeffrey M Bronheim is quoted in Legal Futures regarding the opening of C&G's London office. 

Jeffrey M Bronheim is quoted in Funds Europe regarding the regulatory barriers to entry that European investment firms must overcome in order to operate in the U.S. "Among these are procedural controls relating to valuations, illiquid securities, undisclosed fees, conflicts of interest, and insider trading," he said.

The opening of Cohen & Gresser's London office was featured in the following articles: 

• "NYC's Cohen & Gresser Launches in London," The American Lawyer
• "Cohen & Gresser Taps Fund Manager GC To Head New Office," Law360.com
• "Cohen & Gresser Launches in London, Hires Bronheim," The Drawdown

Cohen & Gresser announces its continued international expansion with the launch of its London office on June 1, 2018, led by partner Jeffrey M Bronheim. The office, which will be the firm’s fifth location globally and its second in Europe, will serve clients in all aspects of the investment industry, including hedge funds, private equity and venture capital funds, investors, and management companies. It will also focus on transactional work, cross-border litigation, and investigations.

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Jeffrey Bronheim and Daniel Mathias recently authored a bylined article for Private Equity International about the opportunities and considerations of growth equity. The article discusses the upward trend that’s been seen over the last decade in growth equity as a distinct asset class, exit issues, shareholder rights and protections, and more. (Subscription Required)

The UK’s HM Treasury published its response to last year’s consultation on the UK regulatory approach to cryptoassets, stablecoins, and distributed ledger technology (“DLT”) in financial markets on the 4th of April 2022.

• The Response Document highlights the government’s post-Brexit push to drive transformational growth in the UK’s FinTech space through cryptoassets and DLT and confirms its plans to enact legislation to recognise stablecoins as a valid means of payment by bringing them into the existing regulatory perimeter.
• The Treasury’s move to make stablecoins a valid means of payment is the first in an array of measures set to be implemented to secure the UK’s status as “the world’s preeminent financial centre” and “a global hub for cryptoasset technology and investment.”
• The proposed changes should be seen as an effort by the UK to remain relevant in the FinTech space following its exit from the European Union and the damage to its reputation as an attractive business environment that accompanied it.

In this client alert, C&G’s crypto team provides key takeaways from the UK’s HM Treasury response document and offers insight regarding the government’s strategy to support the development of a “world-best crypto ecosystem.”

The Financial Conduct Authority (the “FCA”) issued a prohibition order against Mr Frensham based on his conviction for an offence which did not involve financial fraud or dishonesty and was unrelated to regulated activity. Following a referral, the Upper Tribunal considered such a prohibition for the first time in Frensham v The Financial Conduct Authority [2021] UKUT 0222 (TCC). Although the Tribunal concluded that the conviction alone was insufficient to make a prohibition order, the FCA’s decision was nonetheless upheld due to Mr Frensham’s failure to be open and transparent with the FCA during the course of the criminal investigation and later regulatory proceedings brought by the Chartered Insurance Institute (“CII”), which meant that he lacked integrity. In short, the Tribunal concluded that “it is not the fact that a criminal offence has been committed that is fatal to an applicant’s case but the manner in which he deals with the consequences that follow. In this case, we have found that the way Mr Frensham dealt with those consequences demonstrated a lack of integrity which entitles the Authority to exercise the prohibition power in order to further its statutory objectives”.

The Tribunal’s carefully reasoned judgment provides essential guidance both to the FCA and to firms assessing an individual’s fitness under the Senior Managers and Certification Regime (“SMCR”), and more generally under the Individual Conduct Rules (“COCON”), on how non-financial misconduct committed in an individual’s private life, where unrelated to their regulated activity, should be approached. This C&G Client Alert reviews the facts and the law, and analyses key lessons from the case.

On the 27^th of July this year, the UK Financial Conduct Authority (the “FCA”) published a policy statement setting out its final rules and changes to its listing rules for certain special purpose acquisition companies, or ‘SPACs’. These follow the government’s review of the UK listing regulations led by Lord Johnathan Hill earlier in the year, discussed in Cohen & Gresser’s 7 May 2021 client alert. In its announcement accompanying the policy statement, the FCA explained that the new rules and associated guidance, which will come into force on 10 August 2021, are intended to “provide more flexibility to larger SPACs, provided they embed certain features that promote investor protection and the smooth operation of the UK’s markets.” This client alert details the key changes introduced in the FCA’s policy statement.

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 client alert, Jeffrey M Bronheim, Daniel H Mathias, and James R Mossetto detail key documentation considerations in where conflicts of interest may potentially arise, and why this trend is likely to continue. This article was first published on the-drawdown.com (subscription required).

Following several years of negotiations and political posturing, the United Kingdom left the European Union at the end of 2020. Throughout the negotiations, two issues, in particular, proved the most complicated:  First was the border between Ireland and Northern Ireland and second was the treatment and recognition of regulations in the Financial Services industry. So what’s next for Financial Services in the UK? This C&G client alert examines the phrase “Brexit means Brexit” and explores its implications to answer what’s next for Financial Services firms operating in both the UK and EU. The authors look at the requirements for both international and UK-based firms and offer guidance for potential next steps.

Can an individual with a recent regulatory history resume a role in the financial services industry, and, if so, what is the process? This client alert discusses the FIT Test (as applied both by the FCA and firms under the SMCR), explores how the FCA will approach the authorisation process in non-routine cases, and offers practical guidance for individuals seeking to have such an application approved by the FCA.

Although a detailed Brexit agreement has been reached between the UK and the EU on trade in goods and certain services, further work remains on the treatment of financial services.  The EU must determine which UK financial rules and their applications will be deemed “equivalent” to EU rules, and therefore to what extent UK-based financial services firms will be able to operate in Europe.

Jeffrey M Bronheim, Daniel H Mathias, and James R Mossetto discuss the impact of the COVID-19 pandemic on private equity funds, noting that investor uncertainty and the need to preserve cash may drive limited partners (“LPs”) to question their obligations to fund capital calls.

Jeffrey M Bronheim, Daniel H Mathias, and James R Mossetto discuss the impact of the COVID-19 pandemic on private equity funds, noting that investor uncertainty and the need to preserve cash may drive limited partners (“LPs”) to question their obligations to fund capital calls.

London team members Jeffrey M Bronheim, Jumana Rahman, Charlotte Ritchie, and Daniel H Mathias discuss the English law contractual provisions which may impact businesses and investors in light of the coronavirus epidemic.

Miriam González Durántez and Jeffrey M Bronheim discuss current Brexit developments in their latest C&G Client Alert.

Jeffrey M Bronheim and John W Gibson discuss the implications of the Financial Conduct Authority’s decision to review hedge fund polling data use in their latest C&G Client Alert.

Earlier this summer, the Group of Seven (G7) held their annual summit to coordinate global policy and devise a plan to help the world build back better from COVID-19. The G7 discussed several priorities and initiatives, including a global minimum tax, international trade agreements, and other spending priorities that might significantly impact business operations across all industries and jurisdictions. So how can you prepare for potential changes to global policy, regulation, and the law? Join Cohen & Gresser on September 28 for an international webinar that will offer practical solutions and discuss immediate steps businesses can take to develop and shape their global legislative strategy moving forward. C&G’s Adam Bramwell, Miriam González Durántez, Jeffrey Bronheim, and Melissa Maxman will discuss some of the G7’s top priorities and how the individual member nations are implementing them, with a particular focus on the U.S. budget process and spending priorities and global tax and trade regulations. Date: September 28, 2021 Time: 5 PM BST / 12 PM EST Topics will include:

• An overview of the G7 summit and top priorities moving forward
• Tax and spending priorities, including:
  • U.S. fiscal policy and the budget process
  • The global minimum tax
  • International investment
• International trade policy, including:
  • Priorities of the European Union
  • The impact of Brexit on global trade policy
  • The U.S. trade agenda
• Steps that companies can take right now to craft and strengthen their legislative/policy strategy.

Jeffrey M Bronheim participated in a joint HFM/NASDAQ webinar and discussed this year’s top compliance trends for global hedge funds, including SEC exam trends, CFTC reporting requirement changes, and Treasury rules.

London office managing partner Jeffrey M Bronheim participated on a panel discussion entitled “New Approaches for Blending Active & Passive Investments: The Pension Perspective,” at Inside ETFs Europe on October 1, 2018. Topics of discussion included active and passive investing, particularly with respect to factor investing and the proliferation of ETFs.