Bonnie J. Roe
Partner, New York
Bonnie J. Roe
Partner, New York
Bonnie J. Roe leads the corporate securities practice at Cohen & Gresser and has over 30 years of experience as a corporate lawyer advising publicly and privately held companies and funds. Her practice focuses on securities law, capital markets, mergers and acquisitions, and executive compensation. Bonnie represents U.S. and internationally based companies, financial intermediaries, and investors in public and private offerings, including cross-border offerings and SPACs. She also regularly advises public companies and their boards of directors on public disclosure, SEC compliance matters, and corporate governance. She serves as counsel to companies and investment funds in early and later stage venture capital financing transactions and has significant experience in fund formation and investment. She regularly advises companies and executives on equity compensation issues.
Bonnie is the Chair of the American Bar Association’s Subcommittee on Small Business Issuers and is the author of the chapter on securities law opinions in the treatise, Legal Opinion Letters: A Comprehensive Guide to Opinion Letter Practice, edited by John M. Sterba. She frequently speaks and writes on securities law and corporate governance. Super Lawyers has recognized Bonnie on its New York Metro Super Lawyers list for securities & corporate finance each year since 2011.
Bonnie is a graduate of New York University School of Law, where she was the Managing Editor of the NYU Journal of International Law and Politics. Prior to joining the firm, she was a partner in the New York office of a Canadian firm, Davies Ward Phillips & Vineberg. Bonnie was formerly Chair of the firm’s Diversity and Inclusion Committee.
Bonnie J. Roe leads the corporate securities practice at Cohen & Gresser and has over 30 years of experience as a corporate lawyer advising…
Education
New York University School of Law (J.D., 1982); University of California, Berkeley (M.A. in history); Smith College (A.B., magna cum laude, with high honors in history)
Bar Admissions
New York State; Connecticut
Activities and Affiliations
Member, American Bar Association (Chair, Small Business Issuer Subcommittee)
Member, Society for Corporate Governance
Member, New York City Bar Association
Former Member, Law360's Capital Markets Editorial Advisory Board
Super Lawyers once again named C&G co-founder Mark S. Cohen and partner Jonathan S. Abernethy to the Super Lawyers list of the Top 100 lawyers in the New York metropolitan area.
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
- Karen H. Bromberg, Intellectual Property
- Jason Brown, Criminal Defense: White Collar
- Joanna K. Chan, Securities Litigation
- Mark S. Cohen, Business Litigation
- 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
- David F. Lisner, Business Litigation
- Ellen Paltiel, General Litigation
- Douglas J. Pepe, Business Litigation
- Matthew V. Povolny, Business Litigation
- Bonnie J. Roe, Securities & Corporate Finance
- Stephen M. Sinaiko, Business Litigation
- Mark Spatz, Civil Litigation: Defense
- 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
- Christine M. Jordan, General Litigation
- William Kalema, Business Litigation
- Phoebe King, Business Litigation
- Sri Kuehnlenz, Civil Litigation: Defense
- Marvin J. Lowenthal, Criminal Defense: White Collar
- Barbara K. Luse, Criminal Defense: White Collar
- Alexandra Theobald, Business Litigation
- Myia Williams, Mergers & Acquisitions
- Benjamin Zhu, General Litigation
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
- 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
Nature Planet was founded with a clear focus on building strong long-term relationships with its customers in the attractions industry, particularly focused on the zoo and aquarium segment. Today the company supplies more than 5,000 customers in Europe and the United States. The acquisition of Phillips International adds jewelry as a new product category, making Nature Planet a one-stop-shop for the attractions industry.
Cohen & Gresser served as counsel to our client Procuritas and its portfolio company Nature Planet on all aspects of the transaction. The Cohen & Gresser team was led by Daniel H. Mathias and Robert Gavigan, with assistance from associates Myia Williams and James Mossetto. C&G partners Karen Bromberg (Employment and Intellectual Property), Bonnie Roe (Corporate) and Nicholas J. Kaiser (Tax) provided additional deal support. The terms of the transactions were not disclosed.
- While the basic idea behind these rules may seem straightforward, the new rules have the potential to pose a host of new challenges for public companies.
- Notably, the new rules have the potential to change how a company is seen by altering how its compensation is measured in ways that are not easy to predict.
- Companies will need to comply with the new rules in the upcoming proxy season and should begin reviewing the new requirements and analyzing how their executive compensation will be viewed under the new rules as soon as possible.
In this client alert, Bonnie J Roe breaks down the SEC’s new disclosure rules, analyzes their potential impact on public companies, and offers insight into how companies can mitigate any potential risks posed by the “pay-for-performance” rules.
Francisco Partners, which specializes in partnering with technology and technology-enabled businesses, soon after merged the two acquired entities to create TS Imagine, a dynamic end-to-end trading and portfolio management software platform that is now used by 500 financial institutions worldwide. In awarding the “Deal of the Year” distinction, the magazine praised the deal’s formation of a “singular company poised for growth across both the buy and sell-side.”
The C&G team representing Imagine Software included Lawrence T Gresser, Kwaku Andoh, Karen H Bromberg, Bonnie J Roe, Nicholas J Kaiser, Ronald F Wick, Alexandra K Theobald, and Drew S Dean. Learn more about the deal in Francisco Partners’ press release and C&G’s news alert.
Mergers & Acquisitions, founded in 1965, is the oldest trade brand for the dealmaker community and is where private equity professionals, strategic acquirers and advisors turn for news, analysis, data and community around deals and dealmakers.
Super Lawyers ranks outstanding lawyers who have attained a high degree of peer recognition and professional achievement. Only five percent of the lawyers in each state are selected as Super Lawyers, and only 2.5 percent are selected as Rising Stars.
Super Lawyers
Jonathan S Abernethy: Criminal Defense: White Collar
Kwaku Andoh: Mergers & Acquisitions
Elizabeth Bernhardt: Business Litigation
Thomas E Bezanson: Personal Injury – Products: Defense
Colin C Bridge: Criminal Defense: White Collar
Karen H Bromberg: Intellectual Property
Jason Brown: Criminal Defense: White Collar
Joanna K Chan: Securities Litigation
Mark S Cohen: Business Litigation
S Gale Dick: Business Litigation
Christian R Everdell: Criminal Defense: White Collar
Lawrence T Gresser: Business Litigation
Oliver S Haker: Business Litigation
Johannes Jonas: Mergers & Acquisitions
Nicholas J Kaiser: Real Estate
Jeffrey I. Lang: Business Litigation
Melissa H Maxman: Antitrust Litigation
Ellen Paltiel: General Litigation
Nathaniel P T Read: Business Litigation
Bonnie J Roe: Securities & Corporate Finance
Stephen M Sinaiko: Business Litigation
C Evan Stewart: Securities Litigation
Daniel H Tabak: Business Litigation
Scott D Thomson: Business Litigation
Alexandra Wald: Business Litigation
Ronald F Wick: Antitrust Litigation
Rising Stars
Luke Appling: Civil Litigation
Sharon L Barbour: Criminal Defense: White Collar
Drew S Dean: General Litigation
William Kalema: Business Litigation
Sri Kuehnlenz: Civil Litigation
Winnifred A Lewis: Securities Litigation
Marvin J Lowenthal: Criminal Defense: White Collar
Barbara K Luse: Criminal Defense: White Collar
Matthew V Povolny: Business Litigation
Benjamin Zhu: Criminal Defense: White Collar
Read more about Law360’s Capital Markets Editorial Advisory Board
Read more about Law360's Mergers & Acquisitions Editorial Advisory Board
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.
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.
In this article, Bonnie J Roe notes the impact of Reg A+ in the three years after the SEC's revised framwork rules took effect.
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.”
In addition, disclosure requirements for public companies of all sizes can be expected to be reviewed in light of the materiality of the information to investors in the particular company, using a principles-based approach, with less emphasis on environmental and social concerns or the consistency and comparability of disclosure from one company to another.
Extending Confidential Submission of Draft Registration Statements
The ability to receive confidential SEC review of draft registration statements is a popular accommodation first offered in 2012 to EGCs filing an initial registration statement. In 2017, the accommodation was extended generally to other types of issuers and to any registration statements filed within the first year of going public. On March 3, 2025, the SEC announced that it would offer confidential review in other circumstances. Generally, any company filing a registration statement will be eligible to receive nonpublic review, no matter how long the company has been public. In addition, companies will have the ability to start the review process earlier by omitting certain underwriter information from their initial submission.
Easing the Review of SPAC and de-SPAC Transactions
On December 12, 2024, Commissioner Mark T. Uyeda (now Acting Chair of the SEC) dissented from the SEC’s decision to charge three special purpose acquisition companies (SPACs) for allegedly false and misleading statements concerning the absence of discussions with potential acquisition targets prior to the filing of their registration statements. Commissioner Uyeda reasoned, however, that it was not material to shareholders if preliminary discussions had taken place, since shareholders knew that the purpose of the SPAC was to enter into a business combination (a de-SPAC transaction) with a potential target.
Commissioner Uyeda also dissented from the January 2024 adoption of rules relating to SPAC transactions, emphasizing that the rules impose a greater burden on these transactions than on either an IPO or a traditional acquisition made by a public company.
Reading the tea leaves from these dissents, it seems quite possible that the SEC will seek to amend some of the more onerous provisions of the SPAC rules or at least apply a lighter touch in reviewing SPAC and de-SPAC transactions.
Scaling Disclosure for EGCs and Other Smaller Companies
One way the SEC has typically made it easier for EGCs and other smaller companies to comply with SEC disclosure requirements is to phase in new requirements on a gradual basis, starting with larger companies. By the time the compliance date for smaller companies arrives, there are models for them to adopt and possibly rule interpretations for them to rely on. In addition, EGCs and other smaller companies are exempt from some provisions altogether.
A criticism lodged at the SEC in recent years has been that new initiatives often applied to smaller and larger companies alike, at the same time. The SEC under the new administration might be expected to amend existing rules to exempt EGCs or other smaller companies from some requirements and to phase in or scale requirements more readily in any new rulemaking.
Simplifying and Updating Filer Categories
When a public company files its periodic reports, it must check a box on the cover page to indicate whether it is a large accelerated filer, accelerated filer, non-accelerated filer, smaller reporting company, or EGC. A company’s reporting obligations and ability to use certain registration forms depend on the selected filer category.
As Acting Chair Uyeda noted in a February 24, 2025 speech to the Florida bar, the categories are complex and out of date. The dollar thresholds in public market float for large accelerated filers ($700 million) and accelerated filers ($75 million) have not changed since 2005. The ceiling for smaller reporting company status (less than $250 million in public market float) was adopted in 2018, but seems disproportionately low compared to today’s market giants. As Acting Chair Uyeda suggested in his February 24, 2025 speech, the basic reporting obligations of a company with a $250 million public float should not be the same as for the largest public companies.
Potential reforms under the new administration might be to simplify the various filer categories and to increase the dollar amount of public float in the smaller reporting company definition. The EGC definition might also be adjusted in various ways to expand the number of companies that are eligible or extend the period of eligibility beyond five years after going public.
Another possible reform, raised by Acting Chair Uyeda at the SEC’s Small Business Capital Formation Advisory Committee meeting on February 25, 2025, might be to permit unlisted public companies with a market float under $75 million to use a shelf registration statement, enabling them to access the market promptly when needed. While he conceded that the markets for such companies’ stock might be easier to manipulate than for larger companies, that did not mean that they should have less access to capital.
Some of the first regulatory actions were directed at shareholder engagement and the proxy season. These developments are discussed in this memorandum. Other initiatives are likely to affect periodic reporting and, potentially, capital-raising and will be discussed in a subsequent memorandum.
The initiatives discussed here strengthen the role of the corporate board of directors and management in dealing with shareholders. They also essentially reject the idea that environmental and social concerns are the business of the boardroom. This of course reflects the political winds of change, but the intent might be politically neutral, stemming more from a philosophy of corporate governance than an attempt to stifle activism on a single political side. As Acting Chair Uyeda said in a June 21, 2023 address to the Society for Corporate Governance, “Shareholder meetings were not intended under state corporate law to be political battlegrounds or debating societies.”
Shareholder Engagement
On February 10, 2025, the SEC shifted its stance on shareholder engagement on environmental, social, and governance topics by reversing its prior administrative interpretation of whether such engagement could be deemed to influence the control of the issuer.
Large asset managers and other institutional investors generally rely on the ability to file ownership reports with the SEC on the abbreviated Schedule 13G rather than on the more onerous Schedule 13D, which must be used by investors who intend to influence the control of the issuer. Historically, institutional investors have felt free to engage with management on environmental, social, and governance matters, without triggering Schedule 13D reporting. Their ability to do so was enshrined in the response to Question 103.11 of the SEC’s “Compliance and Disclosure Interpretations” (or “C&DIs,” as they are affectionately called) relating to Schedule 13D and 13G reporting. On February 10, 2025, this interpretation was amended, and a new interpretation was added, to provide that such discussions could well be seen as having an intent to influence control, depending on the circumstances.
Under the new interpretation, shareholders may continue to discuss social and governance issues with management and indicate how such views may inform their voting decisions without losing Schedule 13G eligibility. Once they go beyond that and pressure management to implement specific measures or policies, however, they may lose that eligibility and become subject to Schedule 13D reporting, something no asset manager would want. The problem is how to draw the line between a discussion of positions and the exertion of pressure to implement proposals. The new C&DIs indicate that pressure need not be explicit if it can be inferred from the totality of the circumstances.
Changes in the SEC’s C&DIs rarely generate headline news. The amendment to Question 103.11, however, caused institutional investors to rethink their shareholder engagement process coming into proxy season, and both BlackRock and Vanguard were reported to have pulled back from all shareholder engagement while they studied the possible impact on their practices. As of now, BlackRock has resumed engagement, possibly concluding that the new interpretations require little change to its actual practices. In a statement, BlackRock indicated that it begins each engagement by emphasizing its role as a passive investor.
While shareholder engagement will no doubt continue in the future, institutional holders may become more cautious in their discussions for fear that their actions will be scrutinized and that they might possibly lose Schedule 13G eligibility. This could be true not only in their advocacy on social issues, but also on governance issues and executive compensation, where shareholders have traditionally tried to influence the management of the companies in which they invest. This in turn could have an impact on the balance of power between shareholders, on the one hand, and management and other corporate insiders, on the other hand, and could make it easier for companies to pursue governance and compensation practices that are disfavored in the governance community.
Shareholder Proposals
Continuing to reverse course on shareholder involvement with social and governance issues, on February 12, 2025, the SEC adopted interpretations that make it easier for a company to exclude shareholder proposals from its proxy statement if the proposals are not closely related to the company’s business.
Rule 14a-8 under the Securities Exchange Act of 1934, as amended, is the regulation that sets forth when a corporation must include a shareholder proposal in its proxy statement as well as the grounds on which a shareholder proposal may be excluded. Among other things, a company may argue for exclusion if a proposal involves its “ordinary business” rather than shareholder concerns (Rule 14a-8(i)(7)). A company might also argue that a proposal is not economically relevant because it relates to less than 5% of the company’s total assets or net earnings and is not otherwise relevant to the company’s business (Rule 14a-8(i)(5)).
Under Staff Legal Bulletin 14L, adopted in November 2021, the SEC took the view that proposals raising significant public policy questions could not be excluded on ordinary business grounds, even if the public policy issues were not closely related to the business of the company. In addition, issues of broad social or ethical concern that had some relation to the company’s business could not be excluded as economically irrelevant, even if less than 5% of the business was involved. These two positions were reversed, and Staff Legal Bulletin 14L was rescinded, by the SEC’s new leadership with the adoption of new Staff Legal Bulletin 14M on February 12, 2025.
Under new Staff Legal Bulletin 14M, a proposal involving public policy concerns may still be excluded on the grounds that it involves the ordinary business of the company, unless there is a close nexus between the public policy issues and the company’s business. In addition, the raising of broad social or ethical concerns will not influence whether a proposal will be considered relevant to the company’s business. Instead, in each case, the SEC would look to the specific facts and circumstances of the company and the proposal, in the light of other SEC precedent.
The new Staff Legal Bulletin is a largely welcome development, which could curb both “ESG” and “anti-ESG” proposals. Understandably, management of the larger public companies that typically receive shareholder proposals complain that their proxy statements should not be required to provide a forum for the proponents of social and political positions that are not directly relevant to the companies’ business.
Shareholder proposals rarely garner significant support, but gaining even a small percentage of the vote may influence corporate behavior over the long term. Making it easier for corporations to exclude proposals relating to social issues may therefore limit the attention given to those issues in the boardroom. Together with the shareholder engagement interpretation, the new Staff Legal Bulletin strengthens the hand of management in corporate governance while limiting shareholder influence on environmental and social issues.
A Philosophical Shift
The SEC’s recent actions on shareholder engagement and shareholder proposals reflect a consistent and essentially conservative philosophy of corporate governance, in which boards have ultimate authority to determine what is in the best interests of shareholders and do not need to look to the interests of other stakeholders or to social and environmental concerns when making decisions. In this view, governance is primarily a question of state corporation law rather than federal securities laws, and federal securities regulators should apply only a light hand in influencing corporate behavior. This view is reportedly shared by Paul Atkins. Thus, it would seem likely that further actions of the SEC will reflect this perspective. But in the current political environment, with the Trump administration attempting to assert control over independent agencies such as the SEC, nothing can be certain.
Under revised Rule 13d-1(b)(2), an investor eligible to report on Schedule 13G must file an initial report on Schedule 13G within 45 days after the end of the first calendar quarter in which the investor becomes a beneficial owner of more than 5% of a class of equity securities registered under the Securities Exchange Act of 1934, as amended. Previously, such reports were due within 45 days of the end of the first calendar year in which beneficial ownership exceeded 5%. If an investor becomes the owner of more than 10% of a class in any month before the filing of the initial Schedule 13G, the initial Schedule 13G must be filed within 5 business days after the end of the month in which the 10% threshold was crossed.
Under the new rules, if an investor becomes the beneficial owner of more than 5% in the quarter ended September 30, 2024, the investor must report such interest by November 14, 2024. To cover the transition between the old and the new rules, if an interest in more than 5% was acquired in the first or second quarter of calendar year 2024, a Schedule 13G would also be due on November 14, 2024, reporting such interest as of September 30, 2024.
The rules regarding amendments have also changed. In general, material changes occurring during a calendar quarter must be reported within 45 days of the end of the calendar quarter. As was previously the case, a material change includes an increase or decrease in beneficial ownership amounting to at least 1% of the outstanding shares of the relevant class of securities. If an investor acquires more than 10% of a class, an amendment reporting such fact must be made within 5 business days after the end of the month in which the 10% threshold was crossed. Thereafter, increases or decreases of 5% or more must be reported within 5 business days of the end of the month in which they occur.
The new rules also require the use of structured data formatting in the EDGAR filing of Schedule 13G (as well as Schedule 13D). The structured data requirements do not go into effect until December 18, 2024, although early compliance is permitted. In addition, due to the accelerated filing deadlines, the SEC extended filing cut-off times for Schedules 13G (as well as Schedule 13D) from 5:30 pm EST to 10:00 pm EST.
In general terms, a passive investor may report on Schedule 13G, rather than the more rigorous Schedule 13D, if the investor is an institution described under Rule 13d-1(b)(1)(ii) or the investor beneficially owns less than 20% of the class of securities. Investors who acquired their shares prior to a company going public may also be eligible to report on Schedule 13G. Non-U.S. investors must report their interests on Schedule 13D or 13G in the same manner as U.S. investors.
The new rules aim to align disclosures and legal liabilities in de-SPAC transactions more closely with traditional IPOs. Key provisions include the mandatory disclosure of conflicts of interest, dilution impact and fairness determinations, as well as the exclusion of de-SPAC transactions from the PSLRA safe harbor, the inclusion of target companies as co-registrants, the classification of de-SPAC transactions as sales of securities, and guidance on the status of potential underwriters.
In this Client Alert, Cohen & Gresser’s Jeffrey I Lang and Bonnie J Roe explain that while these rules are expected to impact SPACs by increasing compliance costs, SPACs are expected to remain a viable option for companies entering public markets.
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.
In this C&G Client Alert, Bonnie J Roe discusses the “good faith” need determination standard for the new Paycheck Protection Program loans.
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.
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.
Bonnie J Roe is the author of the chapter on securities law opinions in this annually updated treatise on legal opinions, edited by M. John Sterba, Jr.
With Halloween and Thanksgiving, thoughts naturally turn to year-end reporting obligations. C&G partner Bonnie J Roe summarizes of some changes in reporting requirements that will affect U.S. public companies in the coming year, as well as legislative and regulatory proposals for change and other considerations.
Newly revised Regulation A, dubbed Regulation A+, is designed to help smaller companies raise funds in public markets. This articles explores some opportunities offered by this regulatory innovation.
The recently enacted “FAST Act” includes some changes to the securities laws for both public and private companies. The measures were added to the back of the Fixing America’s Surface Transportation Act, which President Obama signed into law on December 4, 2015.
After clearing a last minute hurdle, Regulation A+ became effective on June 19, 2015. The new SEC regulation is designed to facilitate a mini-IPO market for U.S. and Canadian companies that are not yet ready to do a full registered offering. On June 16, 2015, the SEC refused to stay the implementation of the regulation during the pendency of litigation in the U.S. Court of Appeals for the D.C. Circuit, where the Montana state auditor and commissioner of Securities and Insurance, together with the Massachusetts Secretary of the Commonwealth, seek to challenge the new rule’s preemption of state securities laws for certain offerings.
The SEC has recently undertaken a review of its principal regulations for periodic reporting by publicly traded companies, in response to claims that the reporting process has become overly burdensome and that investors are blinded by “disclosure overload” that makes it difficult to discern the important facts within a mass of detail. If the regulations were re-written today, they would undoubtedly focus on some different issues. But the key to more effective disclosure lies in better presentation. Companies can (and sometimes do) present information in easy-to-understand formats, and they should be encouraged to do so. In addition, the SEC has a chance to make its website more user-friendly for investors, and it should seize this opportunity to do so.
The Volcker Rule prohibits banks and entities that own them from incentivizing risk-taking activities in connection with executive compensation arrangements. The article will talk about steps financial institutions should take to make sure they are in compliance with the rule by the time it becomes effective.
The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the year
Will proposed Regulation A+ result in a vibrant public market for smaller company stocks, or will it remain unused like current Regulation A? The proposed regulation would exempt offerings of up to $50 million of securities annually from the registration requirements of the Securities Act, an increase from the current limit of $5 million within a 12-month period.
On December 11, 2013, the public comment period will close on two new auditing standards proposed by the Public Company Accounting Oversight Board (PCAOB) to improve the informational value of the auditor’s report. These proposed standards, if adopted, would change the role of auditors and expand the scope of the auditor’s report.
The SEC’s new offering rules can be expected to result in significant changes in private capital markets. The rules also contain some due diligence pitfalls and come with the possibility of greater regulation of unregistered offerings in the future.
This article anaylzes the SEC’s inquiry into Netflix CEO Reed Hastings for violating rules against selective disclosure and offers lessons in appropriate sharing of nonpublic company information through personal social media platforms.
This article explores best practices for companies and shareholders affected by the SEC’s proposed amendment to rule 10b5-1(c) under the Securities Exchange Act, which is intended to provide a safe harbor from insider trading liability.
A discussion about the increase in the number of private company shares available for sale by investors in essentially public online markets available to accredited investors as a result of the JOBS Act.
The proxy and annual reporting season has begun with relatively few changes in reporting requirements from last year. This article shares some tips to take you through the season and prepare for changes to come.
This alert discusses the effectiveness of the JOBS Act in the context of smaller companies and the importance of simplifying the IPO process.
"With the economic recovery slowly taking hold, observers note that there are good reasons to believe M&A activity will grow in 2012 - many companies have significant cash resources and banks are increasingly willing to lend cash for acquisitions..."
This article details the risks associated with employee share buybacks and their impact on the process of a company being sold.
A discussion of the amendment to Section 12(g) of the Securities Exchange Act and its impact on investment in non-reporting entities.
A discussion on the impact of, as well as how to preventt, ‘empty voting’ - votes cast by persons who have no economic interest in the equity of the company.
Other speaking topics covered throughout the presentation:
- Identifying traps and unexpected consequences in defining terms
- How much to standardize NDAs
- Key issues in drafting an NDA for an M&A deal.
John Roberti acted as moderator for this discussion.
Bonnie J Roe presented at The Reg A Conference by DealFlow Events on "Will Regulation A find its niche?"
C&G partner Bonnie J. Roe participated in an ABA Business Law Section webinar titled "Current Issues in Securities Law for the Non-Securities Lawyer." This program provided the basics of what a non-securities lawyer needs to know about securities law. It aimed to demystify the laws and give enough walking-around knowledge so lawyers can determine whether a securities specialist is needed and to what extent.
This course will examine the legal and practical foundations of good corporate governance for privately held companies, particularly younger growth companies, or start-ups, and companies backed by venture capital or private equity investors.
Webcast for thecorporatecounsel.net regarding how to navigate the changes that will occur with the new FAST Act.
This panel will discuss recent trends in compliance and enforcement, including 10b5-1 plans, hedging and pledging, and case law developments.
This panel explored some of the consequences of recent changes in the rules governing unregistered securities offerings under Regulation D.
The panel discussed current developments under the JOBS Act of 2012, including pending and future SEC rulemaking initiatives implementing various provisions of the Act. The panel featured Stanley Keller, David Lynn, Michael Hermsenthe, and the Director of the SEC's Division of Corporation Finance, Meredith Cross, and members of her staff.