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
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
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
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.
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:
- Jonathan S. Abernethy, Criminal Defense: White Collar
- Kwaku Andoh, Mergers & Acquisitions
- Luke Appling, Civil Litigation: Defense
- Elizabeth Bernhardt, Business Litigation
- Colin C. Bridge, Criminal Defense: White Collar
- Karen H. Bromberg, Intellectual Property
- Jason Brown, Criminal Defense: White Collar
- Damir Cefo, Intellectual Property Litigation
- Joanna K. Chan, Securities Litigation
- Mark S. Cohen, Business Litigation
- S. Gale Dick, Business Litigation
- Christian R. Everdell, Criminal Defense: White Collar
- Robert J. Gavigan, Mergers & Acquisitions
- Lawrence T. Gresser, Business Litigation
- Oliver S. Haker, Business Litigation
- Johannes Jonas, Mergers & Acquisitions
- Nicholas J. Kaiser, Real Estate
- Jeffrey I. Lang, Civil Litigation: Defense
- David F. Lisner, Business Litigation
- Ellen Paltiel, General Litigation
- Douglas J. Pepe, Business Litigation
- Matthew V. Povolny, Business Litigation
- Nathaniel P. T. Read, Business Litigation
- Bonnie J. Roe, Securities & Corporate Finance
- Stephen M. Sinaiko, Business Litigation
- Mark Spatz, Civil Litigation: Defense
- C. Evan Stewart, Securities Litigation
- Daniel H. Tabak, Business Litigation
- Scott D. Thomson, Business Litigation
- Alexandra Wald, Business Litigation
The C&G lawyers recognized on the New York Metro Rising Stars list are:
- Sharon L. Barbour, Criminal Defense: White Collar
- Randall W. Bryer, Business Litigation
- Shannon A. Daugherty, Business Litigation
- Drew S. Dean, General Litigation
- Jesse Greenwald, Criminal Defense: White Collar
- Christine M. Jordan, General Litigation
- William Kalema, Business Litigation
- Sri Kuehnlenz, Civil Litigation: Defense
- Marvin J. Lowenthal, Criminal Defense: White Collar
- Barbara K. Luse, Criminal Defense: White Collar
- Benjamin Zhu, General Litigation
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.
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.
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.
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.”
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.
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.
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 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?"
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