Featured Publication:
Kathy Jaffari, Mehrnaz Jalali, and John Crozier discussed key executive compensation trends and lessons learned following the 2024 proxy season in The Legal Intelligencer.
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Cozen O’Connor works closely with public and private companies, underwriters, and investors to design efficient strategies for capital formation, execute securities transactions, and fulfill regulatory requirements for participation in the U.S. capital markets.
WHAT WE DO
Offerings & Transactions
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Initial public offerings (IPOs) and stock exchange listings
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SPAC IPOs and de-SPAC transactions
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At-the-market offerings (ATMs), equity line offerings, and follow-on equity and debt offerings
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Alternative public offerings (APOs), including reverse mergers, self-filings, and direct listings
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Private placements, PIPEs, and Rule 144A/Regulation S offerings
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Senior, subordinated, secured and unsecured debt offerings
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High-yield and investment-grade debt offerings
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Digital currency and token offerings
Compliance
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U.S. federal and state securities laws, stock exchange rules, and FINRA requirements
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Periodic reports and other federal securities law reporting matters
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Proxy statements, consent solicitations, and shareholder proposals
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Responses to SEC comment letters
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Section 16 and Section 13 reporting obligations
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Rule 10b-5 and insider trading compliance
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No-action letters and other rule interpretive guidance
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ISS and Glass-Lewis matters
WHY OUR FIRM
Participants in the U.S. capital markets are subject to complex federal regulations, strict reporting requirements, and heightened legal scrutiny and exposure. Cozen O’Connor’s Capital Markets & Securities team includes counsel with decades of relevant legal experience.
Cozen O’Connor rejects the high-leverage staffing model common to many large firms. Rather than supervise armies of junior associates, veteran securities lawyers provide direct client service and bring their experience and judgement to every engagement.
The firm has deliberately prioritized geographic diversity in building out its Capital Markets & Securities practice. Cozen O’Connor has top corporate counsel based in competitive legal markets across the country, not only in high-cost coastal hubs.
Securities transactions are a process rather than a singular event. Cozen O’Connor helps clients lay the groundwork for success by advising on the best mechanism for a capital raise by analyzing both corporate needs and market conditions and engaging at a high level with all stakeholders, including issuers, managers, boards, financial advisers, and lenders.
The importance of achieving best-in-class compliance with legal and regulatory obligations cannot be overstated. We help establish and implement internal compliance regimes, aid in preparation of periodic and current reports, respond to SEC inquiries and shareholder requests, and closely monitor changes in compliance rules and regulations or enforcement priorities.
RELATED PRACTICES
Corporate Governance
We work with boards of directors and management teams of public and private companies, U.S.-listed foreign private issuers, and financial institutions to meet their legal, exchange listing, and fiduciary obligations to corporate entities, shareholders, and employees. Work can range from internal investigations to succession planning to governance structures and protocols.
Employee Benefits & Executive Compensation
We provide guidance about retirement and health plans, implications of business transactions, and plan terminations and withdrawals, and negotiate sophisticated contracts that include proper protections and desirable incentives for both executives, employers, and shareholders.
Securities Litigation & SEC Enforcement
Cozen O’Connor’s Securities Litigation team, led by a former senior attorney with the SEC’s Division of Enforcement, represents clients in SEC, DOJ, and FINRA enforcement investigations and litigates securities fraud cases in federal court and FINRA arbitrations.
M&A
Cozen O’Connor’s national M&A practice handles complex mergers, asset, and stock transactions for major companies in diverse industries. Our attorneys close deals valued from tens of millions to billions of dollars.
Tax
Through the federal tax practice, we advise clients on the tax implications of mergers and acquisitions, securities offerings, financings, entity structure, contractual arrangements, cross-border transactions, and other business arrangements.
White Collar Defense & Investigations
The firm represents individuals, companies, and corporate boards in all aspects of criminal investigations and prosecutions, including internal investigations, enforcement proceedings, plea negotiations, and criminal defense trials.
September 27, 2024
Kathy Jaffari, Mehrnaz Jalali, and John Crozier discussed key executive compensation trends and lessons learned following the 2024 proxy season in The Legal Intelligencer.
April 25, 2024
Kathy Jaffari, Naz Jalali, and Rikisha Collins discuss the final rules adopted by the U.S. Securities and Exchange Commission (SEC) on climate-related disclosures in The Legal Intelligencer.
April 16, 2024
Jeremy Garvey and Seth Popick co-authored a Board Agenda article discussing the complicated landscape facing U.S. public companies in the upcoming proxy season.
March 21, 2024
The SEC has adopted a final rule on climate-related disclosures. Seth Popick provides a brief summary of the requirements and what to expect next.
February 08, 2024
Jeremy Garvey, Seth Popick, and Rikisha Collins discuss new SEC rules that augment investor protections in initial public offerings by SPACs and in de-SPAC transactions.
January 24, 2024
Germain DeMartinis and Anne Madonia discuss the SEC's recent report reviewing the definition of an accredited invested, as it is required to do at least every four years.
December 07, 2023
Scott Mehok discusses new SEC rules requiring public companies to disclose material cybersecurity incidents and annual cybersecurity risk management strategies.
November 29, 2023
Paul Hallgren and Mehrnaz Jalali discuss the SEC's order to stay the effective date of its Share Repurchase Disclosure Modernization rules adopted in May 2023.
September 20, 2023
Kathy Jaffari and Paul Hallgren examine the inaugural year of the SEC implementing pay versus performance disclosures in The Legal Intelligencer.
August 28, 2023
The SEC's new rules and amendments are designed to increase transparency, competition, and efficiency in the private funds market.
August 21, 2023
Kathy Jaffari is joined by Ankit Hira, Managing Director at Solebury Strategic Communications to explore the value proposition of investor relations and the importance of developing a quality, proactive IR program.
July 31, 2023
Naz Jalali and Paul Hallgren discuss the expansion of disclosure obligations announced by the U.S. Securities and Exchange Commission (SEC) regarding issuer share repurchases in The Legal Intelligencer.
July 27, 2023
Cozen O’Connor’s multidisciplinary Technology, Privacy & Data Security practice discusses the new rules, their reporting requirements, and when they go into effect.
June 16, 2023
Chad Cowan and Ashley Park discuss two recent decisions in Delaware: Ainslie v. Cantor Fitzgerald L.P., and Intertek Testing Systems v. Eastman.
May 04, 2023
On May 3, 2023, the SEC adopted final rules that significantly increase insurers' disclosure obligations.
April 27, 2023
John Crozier and Kathy Jaffari discuss the SEC’s 2023 rulemaking and enforcement priorities with The Legal Intelligencer.
January 24, 2023
Naz Jalali, Kevin Roggow, and Paul D. Hallgren discuss the recently adopted amendments to Rule 10b5-1 under the Securities Exchange Act by the Securities Exchange Commission in The Legal Intelligencer.
December 16, 2022
The rule provides an affirmative defense to trading on the basis of MNPI pursuant to plans that are intended to meet the conditions of Rule 10b5-1.
November 04, 2022
Mehrnaz Jalali, Paul Hallgren, and Rikisha Collins discuss the pay versus performance rule adopted by the Securities and Exchange Commission (SEC) on August 25 in The Legal Intelligencer.
October 28, 2022
The SEC has adopted the final rule on recovery of erroneously awarded incentive-based compensation.
September 29, 2022
The SEC found that tech company executives' 10b5-1 plan did not shield them from insider trading liability.
September 13, 2022
The Fifth Circuit Court of Appeals heard oral arguments in a case against the SEC seeking to invalidate Nasdaq’s board diversity rule.
September 12, 2022
Kathy Jaffari and Rikisha Collins discuss the clawback rule proposed in July 2015 that was aimed to strengthen the disclosures and standards for recovery of erroneously awarded compensation by publicly listed companies.
August 30, 2022
The SEC recently adopted final disclosure rules implementing the pay vs. performance requirement of the Dodd-Frank Act for public companies.
August 02, 2022
Kathy Jaffari and Paul Hallgren discuss the Securities and Exchange Commission’s (SEC) proposed rule on climate disclosures and analyze its recent changes in The Legal Intelligencer.
April 25, 2022
Mehrnaz Jalali and Rikisha Collins authored an article in The Legal Intelligencer discussing the SEC’s proposed rule on climate-related disclosures and the roles that public companies play in addressing climate change and sustainability.
March 28, 2022
In March, the SEC proposed new rules pertaining to reporting material cybersecurity incidents and their cybersecurity risk management and governance.
March 23, 2022
Kathy Jaffari and Rikisha Collins discuss the SEC's proposed amendments to Regulation S-K and Regulation S-X to “enhance and standardize registrant’s climate-related disclosures for investors.”
March 21, 2022
Ingrid Welch and Greg Patton discuss the SEC's proposed new and amended rules under the Investment Advisers Act of 1940 that would impose specific disclosure requirements, increase reporting requirements, and prohibit certain activities and practices, primarily impacting private fund advisers.
March 09, 2022
Katayun Jaffari and Alexandra B. Curtin discuss the U.S. Securities and Exchange Commission proposed amendments to the rules governing beneficial ownership reporting.
February 07, 2022
Kathy Jaffari and Rikisha Collins discuss the top 10 guidance based on TCFD “governance” recommended disclosures and the net-zero company benchmark as well as climate action 100+ net-zero company benchmark indicators.
January 24, 2022
Kathy Jaffari and Rikisha Collins authored an article in The Legal Intelligencer that addresses how the initiatives of the Securities and Exchange Commission’s (SEC) 2021 rulemaking agenda were instituted, and discusses what to expect from the SEC in 2022.
August 10, 2021
Rachel Collins Clarke, Mehrnaz Jalali, and Kathy Jaffari discuss Nasdaq's new rules that require Nasdaq-listed companies to either have or explain why they do not have at least two diverse directors.
July 15, 2021
Naz Jalali discusses the SEC's first enforcement action in which all sides of a proposed SPAC transaction were targeted. In this action, the SEC brought charges against the SPAC, the SPAC sponsor, the SPAC’s CEO, the SPAC’s proposed merger target, and the merger target’s founder and former CEO.
April 14, 2021
Chris Bellini and Kara Kapp discuss potential changes to be made to the digital assets industry as a result of Gensler’s recent appointment as chairman of the Securities and Exchange Commission in ThinkAdvisor.
March 24, 2021
Mehrnaz Jalali and Kathy Jaffari discuss the SEC's signals over the past six weeks to public companies and investors about its commitment to disclosures and reporting of environmental, social, and governance (ESG) issues.
March 04, 2021
Joe Dever and Luke La Rocca discuss the SEC's February 26, 2021 order that suspended the trading of securities in 15 OTC public companies due to questionable trading activity and social media promotions that the SEC suspects to have been part of a coordinated attempt to artificially inflate stock prices.
February 23, 2021
Chris Bellini discusses the sample letter published by the SEC that identifies a number of sample comments the SEC may provide to issuers conducting securities offerings amid market and price volatility.
January 25, 2021
Joe Dever, Seth Popick, and Lindsey Stillwell contributed an article to Temple's Business Law Magazine discussing the SEC's decision to provide much-needed clarity to the regulatory status of so-called "finders" who assist small businesses in raising capital.
January 15, 2021
Joe Dever, a member of Cozen O'Connor's Securities Litigation & SEC Enforcement practice groups, co-authored Chapter 16: “SEC Market Manipulation Investigations” of the 2021 edition of SEC Compliance and Enforcement Answer Book, published by Practicing Law Institute and edited by Cravath, Swaine & Moore LLP.
August 20, 2020
Mark Vacha authored an article published in The Ledger, that provides issuers with an overview of a sampling of recent SEC guidance for purposes of disclosure for public bond and other debt offerings.
March 16, 2020
Joseph Dever, Linda Regis-Hallinan, and Andrew Punzo discuss the SEC's announcement regarding public disclosures in a company's periodic report in light of COVID-19.
March 11, 2020
Chris Bellini discusses the SEC's proposal to streamline the current framework of rules and guidance governing exempt offerings and to broaden the availability of such offerings.
September 27, 2024
Kathy Jaffari, Mehrnaz Jalali, and John Crozier discussed key executive compensation trends and lessons learned following the 2024 proxy season in The Legal Intelligencer.
September 05, 2024
Cozen O’Connor is pleased to announce that the firm’s Corporate Practice has been selected by The American Lawyer as a 2024 Best Corporate Practice of the Year finalist for 2024.
August 15, 2024
Best Lawyers selected 242 Cozen O’Connor lawyers from 24 of the firm’s U.S. offices for inclusion in the 2025 edition of The Best Lawyers in America and Best Lawyers: Ones to Watch in America.
July 09, 2024
The list will appear in the July/August 2024 issue of Minnesota Monthly
June 10, 2024
Chambers USA rankings are based on an “assessment of a firm’s work and opinions from external market sources, with an emphasis on client feedback.” In order to be ranked in the guide, lawyers and firms must demonstrate “sustained excellence.”
April 25, 2024
Kathy Jaffari, Naz Jalali, and Rikisha Collins discuss the final rules adopted by the U.S. Securities and Exchange Commission (SEC) on climate-related disclosures in The Legal Intelligencer.
April 17, 2024
Cozen O’Connor is pleased to announce that Jeremy Garvey has been selected as the 2024 recipient of the Pittsburgh Venture Capital Association’s (PVCA) Impact Award.
April 16, 2024
Jeremy Garvey and Seth Popick co-authored a Board Agenda article discussing the complicated landscape facing U.S. public companies in the upcoming proxy season.
March 21, 2024
The SEC has adopted a final rule on climate-related disclosures. Seth Popick provides a brief summary of the requirements and what to expect next.
February 08, 2024
Jeremy Garvey, Seth Popick, and Rikisha Collins discuss new SEC rules that augment investor protections in initial public offerings by SPACs and in de-SPAC transactions.
January 24, 2024
Germain DeMartinis and Anne Madonia discuss the SEC's recent report reviewing the definition of an accredited invested, as it is required to do at least every four years.
December 07, 2023
Scott Mehok discusses new SEC rules requiring public companies to disclose material cybersecurity incidents and annual cybersecurity risk management strategies.
November 29, 2023
Paul Hallgren and Mehrnaz Jalali discuss the SEC's order to stay the effective date of its Share Repurchase Disclosure Modernization rules adopted in May 2023.
September 20, 2023
Kathy Jaffari and Paul Hallgren examine the inaugural year of the SEC implementing pay versus performance disclosures in The Legal Intelligencer.
August 28, 2023
The SEC's new rules and amendments are designed to increase transparency, competition, and efficiency in the private funds market.
August 21, 2023
Kathy Jaffari is joined by Ankit Hira, Managing Director at Solebury Strategic Communications to explore the value proposition of investor relations and the importance of developing a quality, proactive IR program.
August 17, 2023
Best Lawyers selected 232 Cozen O’Connor lawyers from 24 of the firm’s U.S. offices for inclusion in the 2024 edition of The Best Lawyers in America.
July 31, 2023
Naz Jalali and Paul Hallgren discuss the expansion of disclosure obligations announced by the U.S. Securities and Exchange Commission (SEC) regarding issuer share repurchases in The Legal Intelligencer.
July 27, 2023
Cozen O’Connor’s multidisciplinary Technology, Privacy & Data Security practice discusses the new rules, their reporting requirements, and when they go into effect.
June 16, 2023
Chad Cowan and Ashley Park discuss two recent decisions in Delaware: Ainslie v. Cantor Fitzgerald L.P., and Intertek Testing Systems v. Eastman.
May 04, 2023
On May 3, 2023, the SEC adopted final rules that significantly increase insurers' disclosure obligations.
April 27, 2023
John Crozier and Kathy Jaffari discuss the SEC’s 2023 rulemaking and enforcement priorities with The Legal Intelligencer.
February 01, 2023
Andrew Elbaz and Alexander Katznelson join as members and Zachary Janes and Michael Shafarenko as associates in the firm's Corporate Practice Group in Toronto.
January 24, 2023
Naz Jalali, Kevin Roggow, and Paul D. Hallgren discuss the recently adopted amendments to Rule 10b5-1 under the Securities Exchange Act by the Securities Exchange Commission in The Legal Intelligencer.
December 16, 2022
The rule provides an affirmative defense to trading on the basis of MNPI pursuant to plans that are intended to meet the conditions of Rule 10b5-1.
November 04, 2022
Mehrnaz Jalali, Paul Hallgren, and Rikisha Collins discuss the pay versus performance rule adopted by the Securities and Exchange Commission (SEC) on August 25 in The Legal Intelligencer.
October 28, 2022
The SEC has adopted the final rule on recovery of erroneously awarded incentive-based compensation.
September 29, 2022
The SEC found that tech company executives' 10b5-1 plan did not shield them from insider trading liability.
September 13, 2022
The Fifth Circuit Court of Appeals heard oral arguments in a case against the SEC seeking to invalidate Nasdaq’s board diversity rule.
September 12, 2022
Kathy Jaffari and Rikisha Collins discuss the clawback rule proposed in July 2015 that was aimed to strengthen the disclosures and standards for recovery of erroneously awarded compensation by publicly listed companies.
August 30, 2022
The SEC recently adopted final disclosure rules implementing the pay vs. performance requirement of the Dodd-Frank Act for public companies.
August 22, 2022
210 Cozen O’Connor lawyers from 24 of the firm’s nationwide offices for inclusion in the 2023 edition of The Best Lawyers in America.
August 02, 2022
Kathy Jaffari and Paul Hallgren discuss the Securities and Exchange Commission’s (SEC) proposed rule on climate disclosures and analyze its recent changes in The Legal Intelligencer.
June 02, 2022
Chambers USA, the leading annual guide to the top lawyers and law firms in the United States, has ranked 86 Cozen O’Connor lawyers as leaders in their respective fields in the guide’s 2022 edition.
April 26, 2022
Katayun Jaffari, chair of the Corporate Governance Group, co-chair of the Capital Markets & Securities Group, and co-chair of the ESG (environmental social governance) Group, has co-edited a book for the Business Law Section of the American Bar Association titled ESG in the Boardroom, A Guidebook for Directors.
April 25, 2022
Mehrnaz Jalali and Rikisha Collins authored an article in The Legal Intelligencer discussing the SEC’s proposed rule on climate-related disclosures and the roles that public companies play in addressing climate change and sustainability.
March 28, 2022
In March, the SEC proposed new rules pertaining to reporting material cybersecurity incidents and their cybersecurity risk management and governance.
March 23, 2022
Kathy Jaffari and Rikisha Collins discuss the SEC's proposed amendments to Regulation S-K and Regulation S-X to “enhance and standardize registrant’s climate-related disclosures for investors.”
March 21, 2022
Ingrid Welch and Greg Patton discuss the SEC's proposed new and amended rules under the Investment Advisers Act of 1940 that would impose specific disclosure requirements, increase reporting requirements, and prohibit certain activities and practices, primarily impacting private fund advisers.
March 21, 2022
Elizabeth Holden, Gosia Piasecka, and Nicholas Krishan will reunite with former colleagues Rory Godinho, Kathy Tang, Lucy Schilling, Brian Fast, and Iain Mingo — five corporate attorneys who moved to Cozen O’Connor from the same Canadian firm earlier this month.
March 09, 2022
Katayun Jaffari and Alexandra B. Curtin discuss the U.S. Securities and Exchange Commission proposed amendments to the rules governing beneficial ownership reporting.
March 07, 2022
Rory Godinho, Kathy Tang, Lucy Schilling, Brian Fast, and Iain Mingo have joined Cozen O’Connor from a major national Canadian law firm.
February 07, 2022
Kathy Jaffari and Rikisha Collins discuss the top 10 guidance based on TCFD “governance” recommended disclosures and the net-zero company benchmark as well as climate action 100+ net-zero company benchmark indicators.
January 24, 2022
Kathy Jaffari and Rikisha Collins authored an article in The Legal Intelligencer that addresses how the initiatives of the Securities and Exchange Commission’s (SEC) 2021 rulemaking agenda were instituted, and discusses what to expect from the SEC in 2022.
October 04, 2021
Martin Bloor and Matthew Elkin were quoted in an article published by the Delaware Court Insider, which discusses a securities fraud case victory.
August 19, 2021
Best Lawyers selected 210 Cozen O’Connor lawyers from 23 of the firm’s nationwide offices for inclusion in the 2022 edition of The Best Lawyers in America.
August 10, 2021
Rachel Collins Clarke, Mehrnaz Jalali, and Kathy Jaffari discuss Nasdaq's new rules that require Nasdaq-listed companies to either have or explain why they do not have at least two diverse directors.
July 15, 2021
Naz Jalali discusses the SEC's first enforcement action in which all sides of a proposed SPAC transaction were targeted. In this action, the SEC brought charges against the SPAC, the SPAC sponsor, the SPAC’s CEO, the SPAC’s proposed merger target, and the merger target’s founder and former CEO.
May 26, 2021
Chambers USA, the leading annual guide to the top lawyers and law firms in the United States, has ranked 82 Cozen O’Connor lawyers as leaders in their respective fields in the guide’s 2021 edition; of those, 15 lawyers have been recognized nationally.
April 14, 2021
Chris Bellini and Kara Kapp discuss potential changes to be made to the digital assets industry as a result of Gensler’s recent appointment as chairman of the Securities and Exchange Commission in ThinkAdvisor.
March 24, 2021
Mehrnaz Jalali and Kathy Jaffari discuss the SEC's signals over the past six weeks to public companies and investors about its commitment to disclosures and reporting of environmental, social, and governance (ESG) issues.
March 04, 2021
Joe Dever and Luke La Rocca discuss the SEC's February 26, 2021 order that suspended the trading of securities in 15 OTC public companies due to questionable trading activity and social media promotions that the SEC suspects to have been part of a coordinated attempt to artificially inflate stock prices.
February 23, 2021
Chris Bellini discusses the sample letter published by the SEC that identifies a number of sample comments the SEC may provide to issuers conducting securities offerings amid market and price volatility.
February 03, 2021
AFC Gamma, a Florida-based real estate investment trust that finances cannabis ventures, set terms for a roughly $100 million initial public offering.
February 02, 2021
Cozen O’Connor is pleased to announce it achieved a perfect score on the Human Rights Campaign Foundation’s 2021 Corporate Equality Index.
January 26, 2021
Jalali brings significant experience advising on corporate governance and securities disclosure and reporting on significant public equity and debt offerings, as well as a strong background in Environmental, Social, and Governance (ESG) matters. The Corporate Governance & Securities Practice has experienced significant growth in activity.
January 25, 2021
Joe Dever, Seth Popick, and Lindsey Stillwell contributed an article to Temple's Business Law Magazine discussing the SEC's decision to provide much-needed clarity to the regulatory status of so-called "finders" who assist small businesses in raising capital.
January 15, 2021
Joe Dever, a member of Cozen O'Connor's Securities Litigation & SEC Enforcement practice groups, co-authored Chapter 16: “SEC Market Manipulation Investigations” of the 2021 edition of SEC Compliance and Enforcement Answer Book, published by Practicing Law Institute and edited by Cravath, Swaine & Moore LLP.
October 13, 2020
Cozen O’Connor is pleased to announce that Katayun Jaffari, chair of the firm’s Corporate Governance & Securities practice, has been named to The Philadelphia Business Journal’s “Best of the Bar 2020.”
August 20, 2020
Best Lawyers selected 200 Cozen O’Connor lawyers from 23 of the firm’s nationwide offices for inclusion in the 2021 edition of The Best Lawyers in America© (Copyright 2020 by Woodward/White, Inc., of Aiken, SC).
August 20, 2020
Mark Vacha authored an article published in The Ledger, that provides issuers with an overview of a sampling of recent SEC guidance for purposes of disclosure for public bond and other debt offerings.
June 10, 2020
Transaction Results in Utz Going Public After Nearly 100 Years as Family Business.
June 01, 2020
Jaffari, whose clients range from life sciences and energy enterprises, to technology and fintech providers across the United States, comes to the firm from Ballard Spahr LLP.
May 14, 2020
Chambers USA, the leading annual guide to the top lawyers and law firms in the United States, has ranked 63 Cozen O’Connor lawyers as leaders in their respective fields in the guide’s 2020 edition.
May 11, 2020
Gettman is the eleventh attorney to join the firm’s Corporate Practice this month,
April 15, 2020
Chris Bellini discusses how The Securities and Exchange Commission’s guidance on reporting earnings outlooks during the coronavirus pandemic could create pitfalls for U.S. companies in The New York Times.
March 16, 2020
Joseph Dever, Linda Regis-Hallinan, and Andrew Punzo discuss the SEC's announcement regarding public disclosures in a company's periodic report in light of COVID-19.
March 11, 2020
Chris Bellini discusses the SEC's proposal to streamline the current framework of rules and guidance governing exempt offerings and to broaden the availability of such offerings.