Corporate
Cohen & Gresser partners with our clients to structure and execute a wide range of domestic and cross-border corporate matters, including mergers and acquisitions, capital raising, fund formation, joint ventures and strategic alliances, corporate governance, and regulatory compliance. We have extensive experience working with public and private companies, private equity, venture capital and hedge funds and their managers, sovereigns, family offices, and investment banks. We have particular experience in emerging markets, including Africa. Our clients operate in a variety of sectors including financial services, infrastructure, renewables, energy, healthcare, consumer products, technology, manufacturing, real property, and hospitality. We seek to develop long term relationships with our clients, and also serve as outside general counsel to a number of privately held companies.
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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 38 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
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
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
Sophia Soejung Kim: Criminal Defense: White Collar
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.
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.
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.”
International law firm Cohen & Gresser represented One Day University, an education services provider, in its $5 million sale to CuriosityStream Inc., a leading global factual streaming service and media company.
CuriosityStream announced in its release that the acquisition of One Day University “complements and enhances CuriosityStream’s offering of premium factual content and provides additional long-term revenue and promotional opportunities by connecting directly with new audiences in new formats.” One Day University offers access to more than 500 lectures from professors at more than 150 colleges and universities in the U.S., including live in-person events, live-streamed series with Q&A, digital courses, as well as a subscription to on-demand access to a library of hundreds of informative lectures.
C&G’s Bonnie J Roe advised One Day University on this sale transaction.
Learn more about the deal in CuriosityStream's press release.
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 its Paris office has once again been recognized in The Legal 500’s 2021 Europe, Middle East, and Africa (EMEA) guide for its work in six practice areas: Commercial Litigation, Compliance, Employment, IT and Internet, Stock Market Litigation, and Tax. These practices were identified as “providing the most cutting edge and innovative advice to corporate counsel.” Clients recognized C&G as “extremely agile and user-friendly” and highlighted the firm’s “professionalism” and “pragmatic approach” when handling their most complex matters.
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)
International law firm Cohen & Gresser is pleased to announce that Jeffrey I Lang, David F Lisner, and Reggie Schafer have been promoted to Partner, and Sri Kuehnlenz and Daniel H Mathias have been promoted to Counsel.
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.
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.
Johannes Jonas was featured in an article by Agefi-Dow Jones in which he discusses MAC-clauses in acquisition agreements.
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.
Jeffrey M Bronheim spoke to Bloomberg about weaknesses surrounding collateralized loan obligations (CLOs) as a result of the COVID-19 pandemic.
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.
Bonnie J Roe is quoted in an article by Activist Insight about whether adding activism as a risk factor in companies' annual reports is justified.
Cohen & Gresser announces the expansion of its corporate group with the appointment of Daniel H Mathias as a senior associate in the firm’s London office. Daniel has extensive experience advising on sophisticated cross-border transactions for U.S. and international clients, including private equity firms, family offices, and other alternative asset managers. He has advised investors and businesses in the healthcare, technology, industrial, and consumer sectors, among others.
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.
Muriel Goldberg-Darmon speaks with Caroline Ruellan, President of SONJ Conseil, about the relationship between shareholder dialogue and privileged information in an interview with Forbes.
(Regards croisés entre Caroline Ruellan, Présidente de SONJ Conseil et Muriel Goldberg-Darmon.)
Johannes Jonas and Guillaume Seligmann Named to 2020 Best Lawyers in France List
July 1, 2019
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Johannes Jonas and Guillaume Seligmann were recognized in The Best Lawyers in France’s 2020 listing – Johannes for Corporate Law and Guillaume for Privacy and Data Security Law. 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.
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.
Kwaku Andoh is quoted in The Times’ Raconteur regarding the increasingly high-profile role of chief financial officers as dealmakers and salespersons during M&A transactions.
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.
Muriel Goldberg-Darmon speaks to L'Agefi regarding shareholder activism in France.
C&G has been shortlisted for the International Financial Law Review’s (IFLR) 2018 Europe Awards M&A Deal of the Year for its representation of Berendsen plc, a European textile, hygiene, and safety solutions business, in its takeover by a French laundry services group, Elis. C&G advised Berendsen on aspects of the transaction relating to the French stock market.
Muriel Goldberg-Darmon speaks to Décideurs Magazine regarding activist investment funds and minority shareholders.
C&G welcomes the attorneys who joined the firm in 2017.
"We’re very fortunate to have added these exceptional lawyers in New York and Paris," said Managing Partner, Lawrence T Gresser. "We look forward to continuing to build our transactional and disputes practices in all of our offices in 2018."
Twenty-eight of our New York and Washington D.C.-based Cohen & Gresser 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 partners Karen H Bromberg and Alexandra Wald to its top 50 women lawyers in New York list.
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.
Dalenys, a fintech company based in France, was recently sold to Natixis for 160 million EUR. Cohen & Gresser's Paris team advised Dalenys throughout the transaction. The following French news outlets covered the story:
Kwaku Andoh joins the firm's New York office after fourteen years at JPMorgan Chase, where he served as Managing Director & Associate General Counsel, advising on over $10 billion in investments, mergers and acquisitions, and venture capital transactions for all JPMorgan Chase lines of business worldwide.
Eiffel Investment Group, an alternative asset investor specializing in European credit and equities and a subsidiary of Cohen & Gresser client, the Impala Group, has reached a deal to acquire 100% of the ownership of Alto Invest, an independent asset management firm specializing in European small and mid-cap companies. Franck Le Mentec advised Impala on the tax aspects of the deal, while Angéline Duffour and Anna Milleret-Godet advised on the labor law aspects of the deal.
Cohen & Gresser announces the expansion of its White Collar Defense & Regulation team in Paris. Partner Muriel Goldberg-Darmon and Guillaume Guérin will advise listed companies and their managers, investment funds, insurance companies, and financial institutions on a wide range of regulatory and compliance issues, investigations, and corporate transactions.
Twenty-two of our New York and Washington, D.C.-based attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. Super Lawyers also named C&G co-founding partners Mark S Cohen and Lawrence T Gresser to its list of the top 100 lawyers in the New York metropolitan area, and partner Karen H Bromberg to both its list of top 50 women lawyers and top 100 lawyers in the New York metropolitan area.
Cohen & Gresser advises The Royal Bank of Scotland, Dexia Crédit Local, and Bouygues Energies & Services FM France in the sale of their equity and shareholder loans in French company Théia
We are pleased to announce that twenty-two of our New York-based C&G attorneys have been recognized by Super Lawyers this year across a wide range of practice areas. 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.
National French radio station RMC recently reached out to Paris partner Johannes Jonas, and interviewed him as part of a broadcast called “Carrément Brunet”, discussing whether France is able to attract foreign investors, and keep its young talent from moving abroad. Please click hereto listen to the entire broadcast.
*Note: Broadcast is in French
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.
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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)
On February 10, 2022, the SEC adopted a proposal to make significant changes in the rules requiring investors to report their ownership of shares of U.S. publicly traded companies.
As recommended by some corporate governance advocates, the SEC has proposed to shorten the deadlines for filing Schedules 13D and 13G, require that certain derivative securities be counted for purposes of calculating beneficial ownership, and change what constitutes a group for purposes of filing Schedule 13D.
Not only would these proposals increase the reporting and compliance burdens for investors, but they could also change the dynamics of certain contests for control and expand the number of persons subject to the short-swing profit rules of Section 16 of the Securities Exchange Act.
In this bylined article for Forbes, Muriel Goldberg-Darmon discusses the French Financial Market Authority (AMF) priorities in sustainable finance for the year 2022. Muriel mentions the reinforcement of the AMF supervision regarding the information relating to sustainable finance provided by listed companies and asset management companies.
In this article for Actes Pratiques et Ingénierie Sociétaire, Muriel Goldberg-Darmon, Guillaume Guérin, and Pierre Wolman summarize and explain the different steps of a SPAC from a French-law perspective. They also address the issue of public information that must be provided to the public. (Subscription required.)
In this bylined article for Forbes, Muriel Goldberg-Darmon discusses the latest trends in the SPAC market in Europe and the U.S. She also examines recent EU recommendations and potential risks regarding the disclosure of information.
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 bylined article for Forbes, Muriel Goldberg-Darmon discusses the safeguard and treatment of the voting rights during shareholders' meetings. She also examines recent recommendations and sanctions handed down by the AMF and offers guidance for how companies can better protect their shareholders' voting rights moving forward.
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.
In this bylined article for Forbes, Muriel Goldberg-Darmon discusses the new Special Purpose Acquisition Companies (SPAC) trend in France and, in particular, its legal specificities and listing requirements.
Muriel Goldberg-Darmon and Guillaume Guérin discuss the 2020 recommendations made by the French AMF (France’s financial markets regulator) during the pandemic regarding the handling of financial communications for publicly traded companies. In this article, Muriel and Guillaume explore the lessons that public companies can learn from such recommendations.
In this C&G client alert, Bonnie Roe and Cody Lipton discuss recent statements from the SEC that highlight the importance of “good corporate hygiene” in regulating purchases and sales of stock by the company and its officers and directors, and they analyze the impact of a changing regulatory environment on the design and implementation of 10b5-1 plans.
Muriel Goldberg-Darmon discusses the protection of shareholders’ rights during general meetings held behind closed doors due to the pandemic.
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.
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.
In this C&G Client Alert, Bonnie J Roe discusses the “good faith” need determination standard for the new Paycheck Protection Program loans.
Muriel Goldberg-Darmon discusses how the outbreak of COVID-19 impacts a company’s responsibility to comply with financial communication and reporting obligations.
Bonnie J Roe and Sophia Soejung Kim discuss the key components of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), which was signed into law on March 27, 2020 with the goal of offsetting some of the economic consequences of the COVID-19 pandemic.
In light of the current outbreak of COVID-19 and other critical events of 2020, Jumana Rahman and Charlotte Ritchie consider the current state of force majeure in English law, and its impact on the performance of contractual obligations.
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).
In this C&G Client Alert, Bonnie J Roe and Cody Lipton discuss the SEC guidance issued on January 30, 2020 on the use of key performance metrics for public companies discussing their financial results and proposed amendments to certain financial reporting requirements.
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.
Muriel Goldberg-Darmon co-authors an article examining the evolving corporate and social responsibilities of activist investors.
Sharon L Barbour discusses the potential ramifications of the U.S. Supreme Court's decision in Cyan, Inc. v. Beaver Cty. Employees Ret. Fund in The CLS Blue Sky Blog, Columbia Law School’s publication on corporations and capital markets. The case addresses the question of whether state courts have subject matter jurisdiction over class actions under the Securities Act of 1933.
Karen H Bromberg discusses the increasingly prominent role of privacy and network security measures in decisions about potential strategic investments and acquisitions.
Delving into how exclusive forum charter and bylaw provisions limit certain types of shareholder litigation to the corporation’s jurisdiction of incorporation, this article outlines the potential to reduce or eliminate the cost and strategic difficulties of multijurisdictional challenges to corporate action.
Partner 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 2022" program.
C&G partner Bonnie J Roe will speak in a Strafford webinar entitled “Shareholder Engagement Strategies for Public Companies: Avoiding Proxy Contests.” The panel will focus on the engagement between a public company and its institutional shareholders, including discussing strategies, preparation, communication, timing, and legal requirements that management and the board must consider when engaging with shareholders.
Watch the full recording.
Africa is quickly emerging as a global leader of international sports and media content. Driven by a younger population and the wide-spread adoption of modern technologies, the African sports and entertainment sectors have reached new audiences worldwide. The growing global demand for original African content has opened up new and exciting opportunities for international investors.
On March 30, Cohen & Gresser and Altica Partners hosted an insightful discussion about two of Africa’s fast-growing sectors – Sports and Entertainment. This event was the first in C&G and Altica Partner’s “African Industry Leadership Series,” which partners with African business leaders to provide a closer look at the exciting opportunities for investors in Africa’s emerging markets through the lens of local leaders.
During the discussion, C&G’s Kwaku Andoh and Dawda Jawara interviewed Victor Williams, CEO of NBA Africa and Dayo Ogunyemi, Founder of 234 Media, about their careers and how their sectors have evolved in recent years. Victor and Dayo shared anecdotes and offer insights into some of the exciting opportunities in Africa.
Topics included:
- Recent trends in the African Sports and Entertainment sectors
- Why the African Sports and Entertainment sectors are attractive to investors
- Unique insight and perspective from industry leaders Victor Williams and Dayo Ogunyemi
Muriel Goldberg-Darmon a animé le 4 mars 2021 un webinaire organisé par Euronext et le Cercle des Administrateurs sur « L’AG 2.0 : à quoi ressemblera l'Assemblée Générale de demain » avec Julien Bracq (Direction Générale du Trésor), Loïc Dessaint (Directeur Général de Proxinvest), Camille Leca (Head of Listing Euronext Paris), Astrid Milsan (Secrétaire Générale Adjointe de l'AMF), Caroline Ruellan (Présidente du Cercle des Administrateurs), Sébastien Valentin (Chief Operating Officer d’Accor).
The panel discussed the future of the French Shareholders Meeting and shared the latest developments, best practices, and recommendations for publicly-listed companies moving forward. Watch the recording of the event here.
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.
C Evan Stewart will chair an upcoming Practising Law Institute CLE program, titled “Ethics for Corporate Lawyers: Multijurisdictional Practice and Other Current Issues 2020,” which will analyze recent legal ethics developments, potential jurisdictional challenges, and common ethical pitfalls as they relate to corporate lawyers.
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.
Muriel Goldberg-Darmon est intervenue sur le thème « Activisme actionnarial et risques d’abus de marché » lors de la conférence sur les Risques de crédits & Risques de marché, Le Mans Université.
(Muriel Goldberg-Darmon gave a presentation, titled “Shareholder Activism and Market Abuse Risks,” at Le Mans University’s Credit Risks and Financial Market Risks conference).
Muriel Goldberg-Darmon a participé à la Table Ronde sur “Quelle coopération entre les mis en cause et l’AMF ?” organisée par la Commission des sanctions de l’AMF le 3 octobre 2018. La table ronde était modérée par : Jean Gaeremynck, président de section au Conseil d’Etat, membre de la Commission des sanctions de l’AMF. Les intervenants étaients : Jean-Luc Blachon, premier vice-procureur, Parquet national financier, Sophie Bresny, chef du service des investigations de l’Autorité de la concurrence Andrew Cotterell, Head of Law, Policy & International, FCA (Financial Conduct Authority), Muriel Goldberg-Darmon Associée du cabinet Cohen & Gresser, Benoît de Juvigny, secrétaire général de l’AMF.
(Partner Muriel Goldberg-Darmon spoke at the AMF Enforcement Committee’s annual symposium on October 3, 2018, as the only speaker from a private law firm. Muriel was a panelist for the second round table on “Cooperation between the respondents and the AMF during investigations or inspections and sanctions,” which was moderated by Jean Gaeremynck, State Councilor and member of the AMF Enforcement Committee. Muriel’s fellow panelists were: Jean-Luc Blachon, First Vice-Prosecutor at the Parquet National Financier; Sophie Bresny, Head of the Inspections Unit at the Autorité de la concurrence; Andrew Cotterell, Head of Law, Policy & International at the FCA (Financial Conduct Authority); and Benoît de Juvigny, Secretary General of the AMF).
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.
Cohen & Gresser, in collaboration with SONJ Conseil, organized a breakfast discussion on “The rise of a constructive shareholder activism”, at the Cercle de l’Union Interalliée, Paris, on December 5th, 2017. The panelists were: Ahmed Guenaoui (Direction Générale du Trésor (French Treasury)), Gilles Mentré (Managing Partner, Banque Lazard), Joseph Oughourlian (Managing Partner, Amber Capital), Caroline Ruellan (President, Sonj Conseil) and Muriel Goldberg-Darmon (Attorney at law, Partner, Cohen & Gresser). A substantial number of financial leaders were present and enriched the debate (The French stock market regulator (AMF), Euronext, AFEP, MEDEF, banks, hedge funds, public companies, etc.).
Le cabinet Cohen & Gresser, en collaboration avec SONJ Conseil, a organisé un petit-déjeuner / débat sur “L’émergence d’un activisme constructif”, le 5 décembre 2017 au Cercle de l’Union Interalliée, autour de : Ahmed Guenaoui (Direction Générale du Trésor), Gilles Mentré (Associé Gérant, Banque Lazard), Joseph Oughourlian (Managing Partner, Amber Capital), Caroline Ruellan (Présidente, Sonj Conseil) et Muriel Goldberg-Darmon (Avocate Associée, Cohen & Gresser).
In-House Counsel Forum, Jeju, Korea
In this two-hour LIVE Webcast, a panel of distinguished professionals and thought leaders assembled by The Knowledge Group will provide the audience with an in-depth discussion of merger and acquisition activities and will help them understand the important aspects of this significant topic. Speakers will also offer best practices in developing and implementing effective M&A strategies and ensuring compliance with applicable laws.
Each year, the New York State Bar Association (NYSBA) hosts its Ethics for Corporate Counsel program which covers ethical issues facing attorneys and other business entities. This year, C&G partner Daniel H Tabak will sit on the Current Issues & Best Practices panel.
Key Contacts
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