Corporate Finance

Nous représentons entreprises, investisseurs, banques, et agents de placement lors d’opérations de financement.  Nous avons une clientèle très variée et assistons tant des start-ups, que des fonds d’investissement lors de l’investissement initial ou des entreprises publiques habituées des marchés et leurs investisseurs, ainsi que des banques d’investissement et des « funding portals ».

Nous aidons nos clients dans le cadre :
  • d’ introductions en bourse ;
  • d’émissions en vertu de la Regulation S, Rule 144A ou du Securities Act de 1933 ;
  • de « follow-on offerings »;
  • de placements privés dans des entreprises publiques (PIPE ) ;
  • de placements privés d’actions, de bons de souscription, de titres de créance notamment les financements par les business angels et le capital-risque ; et
  • de financement sous la réglementation  JOBS Act, en utilisant le « Regulation A » ainsi que les offres en ligne et les « accreated investor crowd funding » sous la législation 506(c).

Nos avocats suivent de près les différents changements de réglementations concernant les offres sous la législation JOBS Act et maitrisent les règles changeantes des marchés. Ils travaillent rapidement et efficacement afin d’aider leurs clients à atteindre leurs objectifs et à mettre en place des solutions compatibles avec leur stratégie.

Nos avocats ont une grande expérience des problématiques liées à la gouvernance d’entreprise et l’obligation d’information dans les entreprises publiques, privées ainsi que les fonds d’investissement.  Nous aidons nos clients à comprendre et respecter leurs obligations en droit boursier, tant pendant qu’après le processus d’émission et nous les aidons à préparer les documents dont ils auront besoin par la suite.

Key Contacts

All Attorneys

Cohen & Gresser represented Sierra Holding Corporation, the primary parent of 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 $290 million Series B financing round. The firm represented Sierra Space in its record-breaking $1.4 billion Series A financing in November 2021.

This latest financing brings Sierra Space’s total capital raised to $1.7 billion, which is the largest ever capital raise by a commercial space company and brings Sierra Space’s valuation to $5.3 billion.

MUFG, Japan’s largest bank, trading company Kanematsu Corporation, and Tokio Marine & Nichido Fire Insurance, Japan’s largest property and casualty insurer, led the Series B round, which also included participation from Sierra Space’s existing investors, including General Atlantic, Coatue, Moore Strategic Ventures, and funds and accounts managed by BlackRock Private Equity Partners and others.

Cohen & Gresser served as counsel to our client Sierra Holding on all aspects of the transaction. “We are proud of the opportunity to assist Sierra Holding in this follow-on 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, Daniel H. Mathias, and Bonnie J. Roe, with assistance from associate Myia Williams.

Read Sierra Space Corporation’s press release here.

Cohen & Gresser is pleased to announce that 29 of the firm's lawyers are included on the 2023 New York Metro Super Lawyers list and 11 lawyers are included on the 2023 New York Metro Rising Stars list across a range of practice areas.

Super Lawyers named C&G co­founder Mark S. Cohen one of the Top 10 lawyers in the New York metropolitan area. Partners Jonathan S. Abernethy and Karen H. Bromberg have also been named to the Super Lawyers list of the Top 100 lawyers in the New York metropolitan area. Additionally, Karen has been recognized as one of the Top 50 women lawyers within the same region.

Super Lawyers and Rising Stars are annual lists of outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Only 5 percent of the lawyers in each state are selected as Super Lawyers, and only 2.5 percent are selected as Rising Stars.

The C&G lawyers recognized on the New York Metro Super Lawyers list are:

The C&G lawyers recognized on the New York Metro Rising Stars list are:

Cohen & Gresser advised Sierra Nevada Corporation (SNC) and its subsidiary Deutsche Aircraft Holdings (DAH) as lead counsel in connection with an important minority equity investment in DAH. The investment comes from a joint venture formed between OHB SE, a leading European space technology corporation, and AFK Enterprise AG, a Swiss-based family office, and will propel the development of new green aviation technologies including the D328eco®, an environmentally friendly version of the acclaimed Do328 short-haul passenger aircraft manufactured by Deutsche Aircraft GmbH. With new propulsion systems, latest-generation avionics and more seats, the D328eco is anticipated to set new standards for environmentally friendly short-haul flying.

The equity stake in DAH is subject to approval from the German Government which is currently supporting development of the D328eco with a high-volume development cost loan which, supports development of clean aviation initiatives at Deutsche Aircraft. The transaction is anticipated to close during the first quarter of 2023 following regulatory approvals and other customary closing conditions. The terms of the transactions were not disclosed.

The Cohen & Gresser team was led by Jeffrey M. Bronheim and Daniel H. Mathias, with assistance from C&G associates James Mossetto and Georgia Moorhouse.

Paris Partners Johannes Jonas, Muriel Goldberg-Darmon, and Loïc Henriot were recognized in the 2023 edition of The Best Lawyers in France. Johannes was recognized for Corporate Law; Muriel for Banking and Finance Law, Financial Institutions, Mergers and Acquisition Law, and Regulatory Practice; and Loïc for Criminal Defense and Litigation.

About The Best Lawyers in France

The Best Lawyers in France were recognized by their peers in the legal industry for their professional excellence in their respective practice areas.

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 37 of the firm's New York and Washington D.C.­based attorneys have been named to the 2021 Super Lawyers List across a wide range of practice areas. C&G co­founder 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.

Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Only five percent of the lawyers in each state are selected as Super Lawyers, and only 2.5 percent are selected as Rising Stars.

Super Lawyers

Jonathan S Abernethy: Criminal Defense: White Collar

Kwaku Andoh: Mergers & Acquisitions

Elizabeth Bernhardt: Business Litigation

Thomas E Bezanson: Personal Injury – Products: Defense

Colin C Bridge: Criminal Defense: White Collar

Karen H Bromberg: Intellectual Property

Jason Brown: Criminal Defense: White Collar

Joanna K Chan: Securities Litigation

Mark S Cohen: Business Litigation

S Gale Dick: Business Litigation

Christian R Everdell: Criminal Defense: White Collar

Lawrence T Gresser: Business Litigation

Oliver S Haker: Business Litigation

Johannes Jonas: Mergers & Acquisitions

Nicholas J Kaiser: Real Estate

Jeffrey I. Lang: Business Litigation

Melissa H Maxman: Antitrust Litigation

Ellen Paltiel: General Litigation

Nathaniel P T Read: Business Litigation

Bonnie J Roe: Securities & Corporate Finance

Stephen M Sinaiko: Business Litigation

C Evan Stewart: Securities Litigation

Daniel H Tabak: Business Litigation

Scott D Thomson: Business Litigation

Alexandra Wald: Business Litigation

Ronald F Wick: Antitrust Litigation

Rising Stars

Luke Appling: Civil Litigation

Sharon L Barbour: Criminal Defense: White Collar

Drew S Dean: General Litigation

William Kalema: Business Litigation

Sri Kuehnlenz: Civil Litigation

Winnifred A Lewis: Securities Litigation

Marvin J Lowenthal: Criminal Defense: White Collar

Barbara K Luse: Criminal Defense: White Collar

Matthew V Povolny: Business Litigation

Benjamin Zhu: Criminal Defense: White Collar

Daniel H Mathias spoke with S&P Global about London’s efforts to pry away listings of special purpose acquisition companies (SPACs) from other financial hubs by easing some of its rules.

“Timing is certainly relevant and, indeed some people in the market have questioned the UK changes coming months after the most recent U.S. listings peak,” said Mathias. “But the new rules have merit from a long-term perspective, given that SPACs will remain a capital-raising option and, prior to the amendments, the U.K. was "out of step" with other jurisdictions”, he said. The presumption of suspension and the lack of redemption option, which allows SPAC investors to exit their shareholding before an acquisition is completed, were key deterrents before the change, according to Mathias.

“As the U.S. is a huge market with lots of knowledge around SPACs, there will be a need to create a compelling story as to why these vehicles should be listed in London”, Cohen & Gresser's Mathias said.

Daniel H Mathias spoke with Law360 about the UK’s adoption of friendlier rules governing special purpose acquisition companies (SPACs) – an alternative vehicle to public markets. Dan spoke about the historically low level of SPACs in the UK and noted that "it wouldn't take much for a significant increase.”

As SPACs appear to get a stronger foothold in the U.K. and Europe, Mathias said regulators appear to be taking a “wait and see” approach in terms of next steps. The FCA said it will monitor how its rules play out, observing market trends, evidence of misconduct, or other indicators to decide whether more stringent rules are needed.”

There’s a realization by everybody that SPACs are likely to stay as an option in the M&A and capital markets world,”  Mathias said. “I think all the regulators in Europe are realizing that and trying to navigate their way through that.”

Paris Partners Johannes Jonas, Muriel Goldberg-Darmon, Loïc Henriot, and Guillaume Seligmann were recognized in the 2022 edition of The Best Lawyers in France. Johannes was recognized for Corporate Law; Muriel for Financial Institutions and Regulatory Practice; Loïc for Criminal Defense; and Guillaume for Information Technology Law and Privacy and Data Security Law.  Additionally, Héloïse Masson was recognized in The Best Lawyers in France: Ones to Watch. Héloïse was recognized for Privacy and Data Security Law.

About The Best Lawyers in France
The Best Lawyers in France were recognized by their peers in the legal industry for their professional excellence in their respective practice areas.

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’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.
Paris Partners Johannes Jonas, Muriel Goldberg-Darmon, Guillaume Seligmann, and Loïc Henriot were recognized in the 2021 edition of The Best Lawyers in France. Johannes was recognized for Corporate Law; Muriel for Financial Institutions and Regulatory Practice; Guillaume for Information Technology Law and Privacy and Data Security Law; and Loïc for Criminal Defense. Lawyers named to The Best Lawyers in France were recognized by their peers in the legal industry for their professional excellence in their respective practice areas.

Jumana Rahman spoke to Law360 about the British government’s emergency loan scheme for companies affected by the nationwide lockdown resulting from the COVID-19 pandemic. Jumana commented on some of the potential problems facing banks that increase loan approvals for businesses that could ultimately fail.
Bonnie J Roe, Kwaku Andoh, and Mark Spatz have been named to Law360’s Capital Markets, Mergers & Acquisitions, and Cannabis Editorial Advisory Boards, respectively, and will offer their insight and expertise in their fields to best shape future coverage by Law360. This marks the second consecutive year of both Bonnie and Kwaku's board memberships. Read more about Law360’s Capital Markets Editorial Advisory Board Read more about Law360's Mergers & Acquisitions Editorial Advisory Board Read more about Law360’s Cannabis Editorial Advisory Board

Guillaume Guérin was featured in an article by Agefi-Dow Jones in which he discusses Vallourec’s (a multinational manufacturing company) contemplated share capital reduction and consolidation of shares.

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.

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-four 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 partner Mark S Cohen to its list of the top 100 lawyers in the New York metropolitan area, and C&G partner Karen H Bromberg to its list of the top 50 women lawyers in the New York metropolitan area. 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. View all rankings
In this article for Finascope, Muriel Goldberg-Darmon, Guillaume Guérin and Pierre Wolman discuss the reinforcement by the French Financial markets authority of its policy with respect to dilutive financing transactions. In particular, they describe the new disclosure requirements for listed companies, namely the obligation to publish a press release and a warning in the event of a dilutive financing transaction concluded with an intermediary.
In this article for Finascope, Muriel Goldberg-Darmon, Louise Le Guilchet, and Pierre Wolman address the complexity of the new European regulations, Taxonomie and CSRD (Corporate Sustainable Reporting Directive), that strengthen the requirements for companies in terms of extra-financial reporting. They also analyze the risks litigation companies now face as a result of the new regulations.

On the 27th 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.

Muriel Goldberg-Darmon discusses the difficulties facing companies in fulfilling their continued disclosure obligations to the market, as well as the resulting risks of potential AMF sanctions.

Jumana Rahman, Dawda Jawara, and Charlotte Ritchie consider the position of the UK borrower who defaults on debt due to COVID-19.

Muriel Goldberg-Darmon explains the specific regime of navigating whistleblowing within the French financial sector through the internal procedures of financial institutions and external procedures of the French Financial Market Authority (AMF) and the French Banking Authority (ACPR).

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.

In an article for Forbes, Muriel Goldberg-Darmon discusses the benefits of a recent market reform in France that lowers the threshold for majority shareholders to implement a squeeze-out, as well as the increased protection for minority shareholders proposed by the Autorité des marchés financiers (AMF, the French financial markets regulator) further to this reform.

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. 

Dans cette article, Franck Le Mentec discute l’année fiscal 2016 du Royaume-Uni, avec un accent particulier sur l'augmentation des investissements, les nouvelles mesures anti-abus et les impacts du Brexit sur la fiscalité au Royaume-Uni et dans les pays partenaires.

(In this article, Franck Le Mentec discusses the 2016 fiscal year for the United Kingdom, with particular focus on the strengthening of measures to increase investment attractiveness, the introduction of new anti-avoidance measures, the conclusion of new tax treaties, the jurisprudential reconsideration of management packages, and the impacts of Brexit on taxation in both the United Kingdom and partner countries.)

Last year saw a sharp increase in investigations targeting the illicit flows of funds through financial institutions. In three prominent enforcement actions in 2012—against ING, Standard Chartered Bank and HSBC—prosecutors and regulators extracted massive fines for conduct ranging from intentional concealment of illicit transactions to ineffective monitoring.

Muriel Goldberg-Darmon a animé le webinaire organisé par Euronext et le Cercle des Administrateurs "Nouvel environnement de marché : Faut-il s’attendre à une recrudescence des opérations structurantes du capital ?" avec Camille Leca (Head of listing France Euronext), François Wat ( Associé Gérant/ Partner Rothschild & Co), Anne-Sophie d'Andlau  (Co-fondatrice, CIAM), Pierre Rohfritsch (Direction générale du Trésor) et Caroline Ruellan (Présidente du Cercle des Administrateurs). (Muriel Goldberg-Darmon led a webinar organized by Euronext and the Cercle des Administrateurs titled "The New Financial Market Environment: Should We Expect an Increase in Major Corporate Transactions?" that discussed the impact of new market conditions on the operations of listed companies, particularly concerning restructuring, equity investments, and public offers.)
Bonnie J. Roe participated in a panel titled "Undertaking a Private Placement Transaction" at 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 spoke on a panel titled “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?"