Corporate Finance

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:

  • initial public offerings;
  • cross-border offerings making use of Regulation S, Rule 144A, or federal registration under the Securities Act, as well as exemptions from public offering obligations under the Prospectus Regulation of the European Union;
  • follow-on offerings of debt and equity securities;
  • PIPE transactions;
  • private placements of common and preferred stock, warrants, debt securities, and limited partnership or LLC interests, including angel and venture financings; and
  • JOBS Act financings, using “Regulation A+” as well as online offerings and “accredited investor crowdfunding” under Rule 506(c).

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.

Key Contacts

All Attorneys

Public Companies

  • initial and follow-on public offerings of common stock by a major quick service restaurant franchisor, with shares listed on the New York Stock Exchange and the Toronto Stock Exchange
  • employee stock incentive offering and dividend reinvestment plan for the same quick service restaurant franchisor
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Private Placements

  • initial and follow-on investment rounds on behalf of various technology companies
  • private offerings of debt and equity securities, including warrants and convertible notes, on behalf of a retail financial services company
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Investment Funds

  • initial formation and follow-on private offerings of LLC interests by two venture capital investment funds
  • representation of a major financial institution in the formation of private equity and venture capital investment funds and the offering of such funds to qualified purchasers (as defined in the Investment Company Act of 1940, as amended)
  • representation of hedge funds in initial formation and subsequent offerings
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
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 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?"