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

Key impacts of the investment include:

• 4 biomethane plants already under construction, set to power approximately 45,000 households—the environmental equivalent of planting 700,000 trees
• 15 plants by 2026, with an expected €150 million in total investments, driving local economies with sustainable, low-carbon solutions

Eiffel Investment Group is a Paris-based asset management firm focused on financing and supporting sustainable growth across various sectors, particularly in renewable energy, innovation, and socially responsible projects.

The Cohen & Gresser team advising Eiffel Investment Group was comprised of partner Franck Le Mentec and associate Justine Pichereau.

Cohen & Gresser, a law firm specialized in business law, is pleased to announce that it has advised Otoqi in its new €10 million Series B round of financing from its historical shareholders: Seventure, Aster and Verve Ventures, and from two new investors: Digital Transition Fund from Cdp Venture Capital SGR (CDP VC and Swiss Post Ventures.

Founded in Paris in 2016, Otoqi is a leading provider of vehicle convoying and fleet management services. Three years after its Series A and already present in three European markets (France, Germany, Italy), Otoqi now plans to expand its convoying and fleet management services to six new countries in Europe with the next launches scheduled for early 2025. The aim is to reach 100 million euros in annual sales within four years, and thus strengthen its position as one of the European leaders in the sector.

To support this growth, the historical partners have decided to reinforce their initial investments, alongside new European investors Cdp Venture Capital and Swiss Post Ventures, thus renewing their "trust in Otoqi's ability to continue innovating and creating value in its sector.” (Bruno Rivet, Investment Director, Seventure Partners).

Cohen & Gresser advised Otoqi with a team comprising partner France Portmann Loy and associates Pauline Thuet and Eléonore Messina. Cdp Venture Capital SGR's Digital Transition Fund (CDP VC) was advised by Squair (Olivier Lopez, partner) and the Italian firm QLTLex (Francesco Fiore, Nicola Romano, partners, Lorenzo Scapellato, counsel).

For additional information, please contact parisassistant@cohengresser.com.

Read Investcorp’s press release here.

Five C&G attorneys are recognized by their peers as “Best Lawyers” in their respective practice areas:

• Mark S. Cohen – Criminal Defense: White-Collar
• Lawrence T. Gresser – Commercial Litigation
• Jonathan S. Abernethy – Criminal Defense: White-Collar and Litigation - Regulatory Enforcement
• Jason A. Brown – Criminal Defense: White-Collar
• Mark Spatz – Product Liability Litigation - Defendants

Seven C&G attorneys are recognized as “Best Lawyers: Ones to Watch” in their respective practice areas:

• Luke Appling – Commercial Litigation and Litigation - Securities
• Sharon L. Barbour – Commercial Litigation and Criminal Defense: White-Collar
• William E. Kalema – Criminal Defense: White-Collar
• Phoebe King – Criminal Defense: White-Collar
• Barbara K. Luse – Commercial Litigation and Corporate Law
• Alexandra K. Theobald – Commercial Litigation and Corporate Law
• Benjamin Zhu – Criminal Defense: White-Collar

Johannes Jonas is recognized for corporate law. His practice focuses on cross-border transactions and investments, mergers and acquisitions, employment law, and general commercial law.

Angéline Duffour is recognized for labor and employment law. Her practice focuses on all aspects of employment law in a diverse range of industries (including hospitality and leisure, life sciences and health care, chemical industries, luxury, fashion and transportation).

Muriel Goldberg-Darmon is recognized for banking and finance law, financial institutions, mergers and acquisitions law, and regulatory practice. Her practice focuses on advising 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.

Franck Le Mentec is recognized for tax law. His practice focuses on cross-border taxation, both for multinational enterprises and private clients.

Guillaume Guérin is recognized for regulatory practice. His practice focuses on advising publicly listed and non-listed companies and their managers, investment funds, and financial institutions on a wide range of regulatory and compliance issues, investigations, and corporate transactions.

The Best Lawyers in France relies entirely on peer review to determine and recognize professional excellence.

Established in 2014, Cohen & Gresser’s Paris office provides comprehensive legal services for our clients, including advising on corporate, employment, tax, financial services, white collar defense, and litigation-related matters. Our Paris attorneys work closely with the lawyers in our other offices on cross-border transactions, investigations, and litigation, in order to provide superior service to French and international clients.

France advises on a full range of corporate matters, with expertise in venture capital. She advises her clients — founders of SMEs, ETIs and start-ups, family groups, and family offices — on their growth and transformation operations (growth and venture capital, mergers and acquisitions), as well as on their internal reorganization issues. Her clients are primarily technology and impact companies, which gives her a deep knowledge of these businesses, their way of functioning, their values, and their challenges. She recently advised the majority shareholder family on the sale of control of Biose Industrie to Bpifrance and L-Gam, and advised Intact Regenerative on a major industrial investment.

“My arrival is the outcome of a fruitful meeting with partners who are a perfect match for me, both in terms of the skills we bring to the table and the structure of the firm,” said France. “The firm’s agility and international footprint is key for my clients and the support they need for their projects.”

France’s deep experience strengthens the firm’s ability to support French and international clients in mergers and acquisitions, equity financing, expansion capital, and early-stage deals. For cross-border transactions, the Paris office works closely with the New York, Washington, D.C., and London offices. Most recently, Cohen & Gresser’s Paris team was involved in the sale of La Tribune to CMA CGM and the sale of part of the Atalian group’s activities to CD&R.

France’s background contributes to the collective strength of the Paris team and seamlessly integrates with the experience of other partners in the office: Johannes Jonas, who specializes in transactional work; Muriel Goldberg-Darmon, who specializes in financial markets and financial services, both in advisory and litigation work; Angéline Duffour, who specializes in employment law; and Franck Le Mentec, who specializes in tax law.

“We are delighted to welcome France and her team, with whom we share a similar vision of the legal profession, blending technical expertise, market knowledge, and values. Their arrival fits in perfectly with the firm’s growth strategy and complements the strengths and experience of other members of the Paris team,” said Johannes Jonas, Managing Partner of the Paris office.

About France Portmann Loy

France started her career at Linklaters in 2000 before joining Debevoise & Plimpton in 2005. In 2010, she set up her own firm, FPL Avocats, and joined Rossi Bordes & Associés as a partner in 2018. In January 2024, she became a partner in the Corporate department of Cohen & Gresser, which she joined with two associates.

She holds a Master’s degree in Litigation, Arbitration, and ADR from the University of Paris II Panthéon-Assas and an LLM in Commercial Law from the University of Bristol. She has been a member of the Paris Bar since 2001.

About the Team

Pauline Thuet holds a Master’s degree in Private Litigation Management from the Université Côte d’Azur and has been a member of the Paris Bar since 2017. She started her career at Rossi Bordes & Associés and joined Cohen & Gresser’s Paris office in January 2024 as a senior associate.

Eleonore Messina graduated in business law from the Universities of Paris I Panthéon-Sorbonne and Paris II Panthéon-Assas, and holds Master’s degrees in business taxation from Inseec and in M&A from Paris Saclay. After gaining experience with firms such as Grant Thornton and Rossi Bordes & Associés, she joined Cohen & Gresser’s Paris office as an associate in January 2024.

Press Coverage

France Portmann-Loy rejoint Cohen & Gresser avec son équipe, La Lettre des Juristes d'Affaires (Feb. 2, 2024)

Cohen & Gresser Adds Venture Capital Team in Paris, Law.com International (Feb. 2, 2024)

Press Contacts

France: Amélie Lerosier, amelie@blue-wall.com, +33 06 63 58 34 62; Juliette Rohmer, juliette@blue-wall.com, + 33 07 60 21 20 34

United States: Angela Turturro-Sabella, aturturro@cohengresser.com, +1 212 957 7600

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.

Six C&G attorneys are recognized by their peers as “Best Lawyers” in their practice areas:

• Mark S. Cohen – Criminal Defense: White-Collar
• Lawrence T. Gresser – Commercial Litigation
• Jonathan S. Abernethy – Criminal Defense: White-Collar
• Colin Bridge – Criminal Defense: White-Collar
• Jason A. Brown – Criminal Defense: White-Collar
• Mark Spatz – Product Liability Litigation - Defendants

Eight attorneys are recognized as “Best Lawyers: Ones to Watch” in their practice areas:

• Luke Appling – Commercial Litigation and Litigation - Securities
• Sharon L. Barbour – Commercial Litigation and Criminal Defense: White-Collar
• William E. Kalema – Criminal Defense: White-Collar
• Phoebe King – Criminal Defense: White-Collar
• Barbara K. Luse – Commercial Litigation and Corporate Law
• Alexandra K. Theobald – Commercial Litigation and Corporate Law
• Eszter Vincze – Commercial Litigation and Criminal Defense: White-Collar
• Benjamin Zhu – Criminal Defense: White-Collar

Jeff Bronheim is featured as a “Top Recommended” lawyer for corporate law and litigation and dispute resolution. Spear’s notes that Jeff is “highly recommended” in wealth management and is an “eminent and personable partner.” Jeff is a partner in Cohen & Gresser’s London office and has over 30 years of experience assisting funds, companies, HNW individuals, and family offices with complex legal and business issues.

John Gibson, head of Cohen & Gresser’s UK White Collar and Investigations Practice, is featured as a “Top Recommended” criminal lawyer in the 2023 index. He is commended by Spear’s for his “particular expertise with UK/US cooperation in economic crime investigation” and experience working with the U.S. Department of Justice and Federal Bureau of Investigation. With almost three decades of litigation and advisory experience, including five years as a senior prosecutor in the bribery and corruption unit of the UK’s Serious Fraud Office (SFO), John’s practice at Cohen & Gresser focuses on complex economic crime, investigations, and regulatory matters in the UK, Europe and emerging markets.

Richard Kovalevsky KC has maintained his long-standing status as a “Top Recommended” criminal lawyer in the Spear’s index. Richard is the head of the Criminal Defense Practice for Cohen & Gresser’s London office, specializing in advising and representing HNW individuals in connection with international and domestic legal matters. Spear’s states, “What’s noteworthy is the wide range of cases that come across Kovalevsky’s desk – from cases involving business, finance, stock market dealings, listings and announcements, to corruption, tax, fraud and money laundering.” The index similarly praises Richard for his wide-ranging client base, which includes global business leaders and high-profile politicians to HNW individuals and members of prominent families.

From Cohen & Gresser’s London office, Jeff, John, and Richard and their UK colleagues work closely with attorneys in Cohen & Gresser’s U.S. and Paris 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.

City A.M. recently featured the insights of Jeffrey Bronheim, head of the Cohen & Gresser’s London office, on the benefits of sharing expertise gained across government and law practice sectors. He writes: “The government should be proud that the people they attract and the training and experience they get are highly prized by other organisations. It is time the UK adopted the US's attitude to the 'revolving door' and welcomed it as an entirely good thing for both the public and private sectors." 

With 3.2 million unique visitors each month, City A.M. is London’s most-read financial and business newspaper, covering the latest economic, political and business news as well as other features.

The equity stake in DAH is subject to approval from the German Government which is currently supporting development of the D328eco with a high-volume development cost loan which, supports development of clean aviation initiatives at Deutsche Aircraft. The transaction is anticipated to close during the first quarter of 2023 following regulatory approvals and other customary closing conditions. The terms of the transactions were not disclosed.

The Cohen & Gresser team was led by Jeffrey M. Bronheim and Daniel H. Mathias, with assistance from C&G associates James Mossetto and Georgia Moorhouse.

Leaders League is an independent research and rating agency that provides comprehensive rankings and in-depth analysis of law firms and lawyers. The rankings are based on extensive research by an experienced team of analysts.

Ranked Practice Areas:

• Marketing, communication & digital – Advertising law & marketing

• Media & entertainment – Fashion Law

Ranked Individuals:

• Franck Le Mentec: Wealth management – Wealth tax: regulation and litigation; Tax law – LBO tax

• Guillaume Guérin: Compliance – Compliance program

• Johannes Jonas: Private Equity – Development capital transactions

• Loïc Henriot: Dispute resolution – Litigation with regulators and for listed operations; Compliance – Compliance program; Compliance – International investigation and internal investigation; Dispute resolution – Banking & Finance Litigation; Dispute resolution – Commercial litigation; Labor & Employment – Criminal labor law; Dispute resolution – White collar crime

• Muriel Goldberg-Darmon: Dispute resolution – Litigation with regulators and for listed operations; Compliance – Compliance program; Compliance – International investigation and internal investigation; Private Equity – Development capital transactions; Asset management – Asset management

Established in 2014, Cohen & Gresser’s Paris office provides comprehensive legal services for our clients, including advising on corporate, employment, tax, financial services, white collar defense, and litigation-related matters. Our Paris attorneys work closely with the lawyers in our other offices on cross-border transactions, investigations, and litigation, in order to provide superior service to French and international clients.

• 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.

Jeff Bronheim is featured as a “Top Recommended” corporate lawyer, with Spear’s highlighting that Bronheim is “highly recommended” in wealth management and is an “eminent and personable partner.” The guide notes that “any Mayfair financier who is thinking of branching out into new business ventures” should “give [Bronheim] a call.” Bronheim serves as the Managing Partner of Cohen & Gresser’s London office and has over 30 years of experience assisting funds, companies, HNW individuals, and family offices with complex legal and business issues.

John Gibson, head of Cohen & Gresser’s UK White Collar and Investigations Practice, is featured as a “Top Recommended” criminal lawyer in the 2022 index. He is commended by Spear’s for his “particular expertise with UK/US cooperation in economic crime investigation” and experience working with the U.S. Department of Justice and Federal Bureau of Investigation. With almost three decades of litigation and advisory experience, including five years as a senior prosecutor in the bribery and corruption unit of the UK’s Serious Fraud Office (SFO), Gibson’s practice at Cohen & Gresser focuses on complex economic crime, investigations, and regulatory matters in the UK, Europe and emerging markets.

Richard Kovalevsky KC has maintained his long-standing status as a “Top Recommended” criminal lawyer in the Spear’s index. Kovalevsky is the head of the Criminal Defense Practice for Cohen Gresser’s London office, specializing in advising and representing HNW individuals in connection with international and domestic legal matters. Spear’s states, “What’s noteworthy is the wide range of cases that come across Kovalevsky’s desk – from cases involving business, finance, stock market dealings, listings and announcements, to corruption, tax, fraud and money laundering.” The index similarly praises Kovalevsky for his wide-ranging client base, which includes global business leaders and high-profile politicians to HNW individuals and members of prominent families.

From Cohen & Gresser’s London office, Bronheim, Gibson, and Kovalevsky and their UK colleagues work closely with attorneys in Cohen & Gresser’s U.S. and Paris 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.

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.

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 Mergers & Acquisitions Editorial Advisory Board.
• Read more about Law360’s Government Contracts Editorial Advisory Board.
• Read more about Law360’s Capital Markets Editorial Advisory Board.

Johannes Jonas was featured in an article by Agefi-Dow Jones in which he discusses MAC-clauses in acquisition agreements.

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.

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.)

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.

Muriel Goldberg-Darmon speaks to L'Agefi regarding shareholder activism in France.

Muriel Goldberg-Darmon speaks to Décideurs Magazine regarding activist investment funds and minority shareholders.

• “Natixis and Dalenys Join Forces in Payment Solutions for Retailers and e-Commerce,” Clobe Newswire.
• “Combination Project with Natixis to Create a European Leader of Payment Services,” Business Wire.
• “Nataxis: rachète la fintech Dalenys,” Zonebourse.

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

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.

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.

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.

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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.

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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).

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.

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• la revue des aspects juridiques et pratiques à intégrer pour l'émission de nouveaux plans conformes aux conditions de la Loi Macron

The choice of entity in which to conduct your business is significantly affected by tax considerations.  This session provides a business and corporate law perspective on the various pass-through entities recommended for tax reasons by the preceding speakers by considering the non-tax issues in doing business as a sole proprietorship, “S” corporation, partnership or limited liability company.