Partner Bonnie J Roe will moderate a panel at this year’s ABA Business Law 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.
Attorneys in Cohen & Gresser’s Real Estate practice understand that each real estate project presents a unique set of opportunities and deserves tailored representation. That’s why we take the time to get to know our clients and their real estate and understand each objective and challenge.
Our attorneys are well-versed in solving complex real estate issues and are highly collaborative, agile, and efficient in optimizing clients’ outcomes. We regularly advise on all aspects of real estate transactions, including issues involving tax, joint venture and operating agreements, mortgage and mezzanine loan financing, construction agreements, intellectual property/branding, and emerging technologies such as blockchain and digital currencies. We have represented borrowers and lenders in over $500 million of real estate based loans since 2010. We also have extensive experience representing clients with regard to breach of fiduciary duty, breach of contract, and other real estate disputes.
Our cross-border team is led by Nicholas Kaiser, a partner with 35 years of experience in the industry. During his career, he has served as counsel in transactions involving most of the major commercial real estate owners in New York City and has deep expertise in the hotel industry, currently serving as outside general counsel to several of Manhattan’s largest boutique hotel owners. During the last decade, he has been on the forefront of the redevelopment of the Williamsburg and Bushwick neighborhoods in Brooklyn. He has notably represented developers of four of the largest hotel and mixed use projects in Williamsburg, as well as the first ground-up speculative office building in Brooklyn since the 1950s, which is sited on a full square block of the Williamsburg waterfront.
We represent developers of hotels, large-scale commercial office buildings, and retail properties, as well as retail owners and tenants, private and institutional borrowers and lenders, and both domestic and international investors, including hedge fund managers, other alternative asset managers, and individuals. We advise clients throughout the life cycle of a project, including on:
We assist clients in a wide range of corporate matters, including mergers and acquisitions, private equity and venture capital financing, fund formation, corporate governance, and securities law compliance. Our attorneys represent public companies, early-stage and late-stage private companies, venture capital and private equity funds, hedge funds, and investment banks. Our clients are involved in (among other things) financial services, technology (hardware, software, and technology services), life sciences (pharmaceuticals, medical devices, biotechnology, and healthcare ), oil & gas, consumer products, construction, manufacturing, real property, and the restaurant industry.
We also serve as outside general counsel to a number of privately held companies and regularly counsel publicly and privately held clients on executive compensation and employment issues.
Keeping up with regulatory developments and devising proactive strategies for compliance can be challenging. Our attorneys work with clients to design and implement effective compliance policies and procedures and thereby minimize the risk of a government investigation or prosecution. We advise clients on best practices for the development, implementation, and operation of compliance and business ethics programs and provide training programs to ensure that employees understand policies. We assist in the development of corporate procedures to facilitate anonymous reporting to audit committees and prepare for the possibility of whistleblower reporting to the SEC. We also oversee and conduct compliance investigations and due diligence on our clients’ behalf. This assistance is rendered by our French and U.S. offices, either locally or on a cross-border basis, to listed and non-listed companies and to financial institutions.
We represent companies, investors, underwriters, and placement agents in a wide range of financing transactions. Our clients range from start-up companies and investment funds involved in initial rounds of investment to seasoned public companies and their investors, investment banks, and funding portals. We help clients with:
Our attorneys are on the forefront of change in the regulation of securities offerings under the JOBS Act as well as under the Prospectus Regulation of the European Union, and understand the demands of an ever-changing market. Our New York and Paris offices work jointly on clients’ Initial Coin Offerings (ICOs), and stay on the cutting edge of new regulations and regulatory authorities’ policies. We work quickly and effectively to help achieve client goals and craft solutions consistent with client business strategies.
Our attorneys have deep experience in corporate governance and disclosure issues for public and private companies as well as investment funds. We assist our clients in understanding and complying with their obligations under the securities laws, both during and after the offering process, and we help prepare the documents and policies they will need after the offering.
Corporate Governance and Disclosure
The firm’s Corporate group represents public and private companies, boards of directors, board committees, and significant investors in connection with a wide range of corporate governance issues. Our clients turn to us for advice on board composition and independence, audit committee practices, risk management, executive compensation, and other governance matters. We help publicly traded companies comply with NYSE, NASDAQ, Euronext, and other stock exchange listing requirements and prepare for shareholder engagement. We provide counsel to both public and private company boards of directors, special committees, significant shareholders, and management on fiduciary duty and fairness reviews of corporate transactions.
We help public companies comply with SEC reporting requirements, including requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act and the Sarbanes-Oxley Act, as well as with reporting requirements under the Transparency Directive of the European Union. We assist in the preparation or review of annual, quarterly, and current reports, proxy statements, insider transaction reports, and other documents filed with the SEC or the French Autorité des marchés financiers (AMF), and provide advice on informal disclosure, including press releases, conference calls, and social media communications. We provide advice on the development of equity compensation arrangements that align the interests of management with those of stockholders. Our deep experience enables us to give efficient, pragmatic, and strategically sound advice regarding disclosure and SEC compliance.
Our publicly traded clients include companies incorporated outside the U.S. (often meeting the definition of “foreign private issuer” under SEC regulations), recent IPO companies, and seasoned U.S. and French companies of all sizes. We also assist in the formation of not-for-profit and benefit corporations and advise them on governance and compliance matters.
Life Sciences Transactions
Our transactional attorneys have significant experience representing companies in the pharmaceutical, medical device, biotechnology, and healthcare fields in acquisitions, mergers, divestitures, financings, joint ventures, internal restructuring, and licensing and development agreements. We also provide ongoing advice on matters ranging from employment to privacy and data security to corporate governance to intellectual property protection and exploitation.
On these engagements, our corporate attorneys work closely with our intellectual property group and our other attorneys with relevant backgrounds to ensure that our clients receive the most comprehensive and creative advice possible. A number of our attorneys hold advanced and undergraduate degrees covering each of the major scientific disciplines, including an attorney who is also a licensed medical doctor.
Mergers and Acquisitions
Our corporate lawyers have deep experience in mergers and acquisitions and regularly represent buyers and sellers in negotiated acquisitions and sales of privately and publicly held companies and businesses. We have cultivated an understanding of client perspectives and goals that helps us to identify issues early in the process and devise practical solutions consistent with our clients’ business strategies.
Our attorneys regularly handle stock and asset purchases, mergers, management buyouts, leveraged acquisitions, cross-border transactions, and roll-up transactions. We also represent companies and shareholders in the purchase and sale of minority and controlling interests and counsel clients in connection with acquisition financing.
Our clients include private equity firms as well as strategic buyers and sellers. We represent clients in the consumer products, energy, entertainment, insurance, banking, financial services, computer software and technology, biotechnology, healthcare, automotive and transportation, luxury products, fashion and cosmetics, travel, telecommunications, e-commerce, retail, beverages, advertising, and print media industries. We are well versed in the markets in which our clients operate, allowing us to maintain a commercial approach that maximizes efficiency, reduces costs, and enhances deal execution. Our M&A practice in France was recently recognized in the 2016 and 2017 editions of The Legal 500 and in the 2017 edition of Chambers Europe.
Private Equity and Venture Capital
We represent private equity and venture capital firms and portfolio companies in financing and acquisition transactions. Our services to funds and their managers include: fund formation; assistance with initial and follow-on investments; corporate governance issues for portfolio companies; and the negotiation and implementation of various exit strategies, such as the sale of the company, an IPO or other public offering, a private refinancing, or the secondary sale of the fund’s investment interest. We counsel funds and their managers with respect to regulatory matters under the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Financial Services and Markets Act (U.K.) and the Alternative Investment Fund Managers Directive (EU), and other financial regulations. We also advise funds and their managers in their various activities and obligations as investors in public and private companies.
We assist managers, funds, and their portfolio companies in transactions with investors and co-investors, and in their strategies for financing and growth, including acquisitions, distressed debt transactions, and public and private offerings.
We also help startup and emerging companies prepare for and negotiate initial rounds of investment and provide advice on all aspects of their business. Our entrepreneurial culture, flexible approach, and understanding of evolving market terms enable us to craft solutions that will meet the needs of growing companies.
Attorneys in Cohen & Gresser’s hedge fund practice have a wealth of experience advising hedge fund and other alternative asset managers on all aspects of their business. We understand the challenges inherent in each stage of the life cycle of a fund manager and its funds, and we tailor our solutions to each client’s unique needs. Our team has decades of experience in fund regulation, transactions, real estate, litigation, and regulatory compliance, and is led by the former general counsel of a premier diversified U.K. hedge fund manager. He also advised on the first NYSE hedge fund manager IPO and held several other senior in-house positions in financial services firms in the U.K., U.S., and Spain. We are well-versed in complexities that arise in cross-border matters, and work cohesively across practice areas and geographies. Our comprehensive representation includes: