Corporate Governance & Securities Featured Publication: Insiders and Companies: Reforms to SEC Rule 10b5-1 Trading Plans May Be On The Horizon [The Legal Intelligencer] Kathy Jaffari, Naz Jalali, and Paul Hallgren co-authored an article on recommendations made by the Investor Advisory Committee (IAC) of the U.S. Securities and Exchange Commission (SEC) regarding changes to the rules with respect to Rule 10b5-1 trading plans in The Legal Intelligencer. More Companies today must navigate an increasingly demanding regulatory environment, while simultaneously meeting their business goals and balancing myriad competing interests. Cozen O’Connor’s interdisciplinary Corporate Governance & Securities Practice Group helps clients strike this delicate balance. Composed of attorneys in a variety of practices — including Corporate, Securities Litigation & SEC Enforcement, Private Equity, Employee Benefits & Executive Compensation, Financial Services, and Mergers & Acquisitions — our team stands ready to provide clients with a one-stop shop for their corporate governance and securities-related legal needs. We work closely with public and private companies, U.S.-listed foreign private issuers, and financial institutions to comply with governance requirements and to execute securities transactions and fulfill requirements for participation in the U.S. capital markets. Our public company clients range from those new to the public sphere to Fortune 100 mainstays. Known for our boots-on-the-ground and business-minded approach, our team recognizes that when companies are facing high-stakes (and often public) issues, they need practical, straightforward advice — not legal pontificating. We excel at meeting this need. Our Corporate Governance & Securities practice can generally be grouped into four categories: Governance, Securities Transactions and SEC Reporting, Public M&A, and Executive Compensation. Inside Scoop In this video series, leaders in corporate governance and securities provide an insider’s perspective on some of the most challenging issues facing board members, executives, general counsel, and compliance officers. More GOVERNANCE We regularly work with boards of directors and management teams (including in-house counsel, corporate secretaries, and compliance officers) to aid them in meeting their obligations to their companies and stakeholders, including shareholders and employees. We assemble teams of lawyers of various disciplines, dependent upon our clients’ needs, to assist in the creation and maintenance of a comprehensive governance framework that allows directors and management to effectively lead their organizations through an increasingly complex corporate environment. We have extensive experience in creating governance frameworks, preparing governance documents, and supporting directors and management in their compliance efforts. We support board activities, which vary from company to company and evolve over time, following the lead of the boards and management teams on the scope of our role. We assist in supporting compliance with legislation such as Sarbanes-Oxley and Dodd-Frank, fiduciary or governance matters, board committee requirements including those for audit committees and compensation committees, NASDAQ/NYSE requirements, and specific transactional issues. Additionally, when requested, our attorneys provide ongoing educational presentations to board members and management on various topics that range from fiduciary obligations, to governance policies such as insider trading and fair disclosure, to cybersecurity and stockholder activism. We provide guidance around areas of concern involving stockholder engagement, including with proxy advisory firms, ISS, and Glass Lewis. When asked, we routinely attend and support board and committee meetings either on specific topics or for general matters. We view our role in board and committee action as one of supporting the executive suite and the general counsel, shaping our role to fit the particular needs and issues at hand. We regularly offer advice and counsel on the full range of matters boards or directors face regularly, including: Fiduciary duties Director and committee independence Directors and officers (D&O) indemnification and insurance Board and board committee investigations Board effectiveness and benchmarking with respect to governance structures and board processes Board and management evaluation and succession Executive compensation SECURITIES TRANSACTIONS AND SEC REPORTING We have extensive experience in capital market transactions including: Initial public offerings (IPOs) and stock exchange listings; Alternative public offerings (APOs), including reverse mergers, self-filings, and direct listings; At-the-market offerings (ATMs), equity line offerings, and follow-on equity and debt offerings; Private placements, private investment in public equity (PIPEs), and Rule 144A/Regulation S offerings; Senior, subordinated, secured, and unsecured debt offerings; High-yield and investment-grade debt offerings; and Recapitalizations and related stock reissuances. We support major day-to-day compliance activities for SEC and exchange reporting, including, among other things, periodic reports (Forms 10-K and 10-Q), Form 8-K compliance, proxy statements, Section 16 reporting, 10b-5 and insider trading, and investor presentations/earning releases. We also routinely provide guidance involving Regulation G, Regulation FD, Rule 10b-18 plans and buyback programs, Sarbanes-Oxley matters, as well as other areas of compliance that arise for most public companies. PUBLIC MERGERS AND ACQUISITIONS Cozen O’Connor attorneys have decades of experience helping a remarkably diverse set of clients execute advantageous purchases, sales, or other dispositions. We represent Fortune 500 and other multinational corporations in their largest mergers and acquisitions. Our mergers and acquisitions attorneys have a wealth of experience in dealing with the issues and considerations that are presented in public company M&A transactions and related matters concerning corporate governance. Our lawyers approach every transaction with a sense of urgency and purpose. They do not waste time belaboring the reasons why an approach is unworkable or endlessly cataloguing the obstacles to success. EXECUTIVE COMPENSATION Our executive compensation lawyers have decades of experience navigating the multitude of issues presented by high-level executive compensation arrangements, including incentive plans, equity compensation, severance and change-in-control agreements, and performance metrics. We also help our clients navigate the intricate intersections between the Internal Revenue Code and executive compensation, including qualified and non-qualified deferred compensation plans and Section 409A issues. We also assist our clients with tax and securities law issues relating to these plans, programs, and agreements, including governmental filings and public disclosures. We assist with securities law compliance in connection with these areas and provide guidance on executive compensation disclosure. In addition, we provide guidance and support on executive compensation-related areas of concern involving stockholder engagement (including with proxy advisory firms, ISS, and Glass Lewis) and activist stockholders, working closely with compensation consultants as desired by our clients. Tweet EXPERIENCE PUBLICATIONS Insiders and Companies: Reforms to SEC Rule 10b5-1 Trading Plans May Be On the Horizon [The Legal Intelligencer] November 01, 2021 Kathy Jaffari, Naz Jalali, and Paul Hallgren co-authored an article on recommendations made by the Investor Advisory Committee (IAC) of the U.S. Securities and Exchange Commission (SEC) regarding changes to the rules with respect to Rule 10b5-1 trading plans in The Legal Intelligencer. SEC Approves Anticipated Nasdaq Board Diversity Rules [Alert] 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. Inside Scoop: D&O Insurance - Tips and Trends August 03, 2021 Kathy Jaffari is joined by Sarah Downey, Managing Director, Financial Services Claims Leader and Blockchain Advisory Leader at Lockton Companies, for a timely conversation regarding D&O insurance. Let’s Get Down to Business: A Glimpse Into the SEC’s Fall 2021 Agenda [The Legal Intelligencer] August 02, 2021 Katayun Jaffari authored an article discussing leadership changes in the Securities and Exchange Commission (SEC) and initiatives the commission undertook in the first half of 2021 as well as its agenda for the fall in The Legal Intelligencer. SEC Brings Enforcement Action Against All Sides of a Proposed SPAC Transaction for Misleading Disclosures [Alert] 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. Inside Scoop: Shareholder Engagement - It’s About Communication June 08, 2021 Adrienne Monley, Head of Investment Stewardship for the Americas region at The Vanguard Group, joins Inside Scoop to discuss the importance of shareholder engagement and the best methods for companies to navigate this critical topic. Inside Scoop: Sustainability & ESG - Tips to Governance & Disclosure May 05, 2021 Kathy Jaffari is joined by Anisa Kamadoli Costa, chief sustainability officer at Tiffany & Co. and chairman and president of the Tiffany & Co. Foundation, to discuss the increasing importance of sustainability and ESG (environmental, social, and governance) within a corporation. Roundup of Boardroom Diversity Legislation May 03, 2021 Katayun Jaffari and Paul Hallgren co-authored an article discussing the current state and what is hoped to be the future accelerated effort of diversifying the boardroom in Today’s General Counsel. The SEC Continues Its Trajectory on ESG Disclosures April 29, 2021 Mehrnaz Jalali discusses the SEC's continued trajectory on ESG disclosures despite recent criticism for its failure to compel ESG specific disclosures. Gensler's SEC Can Bring Regulatory Clarity to Digital Assets 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. SEC Continues to Signal its Commitment to ESG Disclosures and Reporting [Alert] 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. Inside Scoop: Virtual Annual Meetings - Tips to Help Ensure Success March 08, 2021 Kathy Jaffari is joined by Cathy Conlon, Vice President and Head of Corporate Issuer Product and Strategy at Broadridge Financial Solutions, Inc., on the Inside Scoop for a conversation on the virtual annual meeting landscape. SEC Suspends Trading in 15 Public Companies for Suspicious Social Media & Trading Activity [Alert] 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. SEC Releases Sample Comment Letter for Issuers Conducting Offerings During Periods of Volatility [Alert] 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. Inside Scoop: Boardroom Diversity - Tips on How to Get There February 02, 2021 Kathy Jaffari is joined by Tanuja Dehne, president & CEO of The Geraldine R. Dodge Foundation, for a conversation that provides a perspective on diversity and inclusion in the boardroom. Transparency in Corporate Political Spending and SEC Rule 14a-8 January 26, 2021 Germain DeMartinis and Kathy Jaffari authored an article in The Legal Intelligencer on the increased focus on political contributions made by companies and the need for these businesses to have increased transparency in order to manage reputational risk. SEC Compliance and Enforcement Answer Book, Practicing Law Institute (2021 ed.) 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. Nasdaq Proposes New Rules Regarding Board Diversity for Listed Companies December 03, 2020 On December 1, 2020, The Nasdaq Stock Market filed a proposal with the U.S. Securities and Exchange Commission (SEC) to adopt new listing rules that relate to diversity of board composition, proposed Rule 5605(f), and disclosure of statistical information on board composition, proposed Rule 5606. SEC Adopts Amendments to MD&A and other Financial Disclosures [Alert] November 24, 2020 Kathy Jaffari and Richard Busis discuss the SEC's amendments to Regulation S-K in an effort to modernize, simplify, and enhance certain financial disclosures. SEC Votes to Harmonize and Improve “Patchwork” Exempt Offering Framework [Alert] November 05, 2020 Anne Madonia and Richard Busis discuss a series of amendments aimed at making the capital-raising process more “effective and efficient” by addressing “gaps and complexities” in the exempt offering framework that have created problems for issuers seeking to gain access to capital and investors looking to participate in investment opportunities. The SEC 'Modernizes' Certain Disclosure Rules November 02, 2020 Katayun Jaffari and Paul Hallgren co-authored an article published in The Legal Intelligencer examining amendments the Securities and Exchange Commission has made to certain disclosure rules for public companies in an effort to modernize information presented to investors. SEC Proposed Exemption Offers Regulatory Clarity For Unregistered Finders [Alert] October 13, 2020 Seth Popick, Lindsey Stillwell, and Joe Dever discuss the SEC's proposed exemption to allow unregistered natural persons, referred to as finders, to engage in certain limited activities to assist issuers in raising capital from accredited investors. SEC Adopts Amendments to Modernize Shareholder Proposal Rules [Alert] September 28, 2020 Chris Bellini discusses the SEC's amendments to modernize Rule 14a-8, which governs the process for shareholder proposals to be included in a company’s proxy statement. Executive Compensation Considerations Amid the COVID-19 Pandemic September 09, 2020 Katayun Jaffari, Diane Thompson, and Anne Greene co-authored an article published in The Legal Intelligencer that examines the considerations companies must bear in mind when addressing executive compensation amid the COVID-19 pandemic. SEC Adopts Amendments to Regulation S-K Items 101, 103, and 105 [Alert] September 02, 2020 Kathy Jaffari and Germain DeMartinis discuss the SEC's adoption of amendments modernizing the description of business (Item 101), legal proceedings (Item 103), and risk factors (Item 105) disclosures that registrants are required to make pursuant to Regulation S-K. SEC Expands the Definition of Accredited Investor [Alert] August 28, 2020 Anne Madonia, Germain DeMartinis, and Richard Busis discuss recent updates to the definition of accredited investor made by the SEC to allow individuals to invest in unregistered private securities offerings based on certain professional certifications or designations or other credentials, rather than based on their wealth or income, as well as to expand the list of entities that will qualify as accredited investors. ESG Disclosures: What Is the Current State of Play? [The Legal Intelligencer] August 03, 2020 Kathy Jaffari and Lindsey Stillwell co-authored an article on companies that are taking various approaches to disclosing the environmental, social, and governance criteria that investors are increasingly using as a metric to evaluate investment opportunities. SEC Issues Final Rules Regarding Proxy Solicitations [Alert] July 24, 2020 Kathy Jaffari, Richard Busis, and Greg Patton discuss the SEC's amendments to increase transparency and accountability between Main Street investors, investment advisers, and organizations that provide proxy voting advice. SEC Releases Guidance Regarding COVID-19 Disclosure Considerations [Alert] June 25, 2020 Kathy Jaffari, Edgar Rapoport, and Chris Bellini discuss the SEC's June 23, 2020, guidance on disclosure considerations regarding operations, liquidity, and capital resources in light of the COVID-19 pandemic. SEC Proposes to Expand Private Offerings [Alert] 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. Transitioning for the End of LIBOR [Alert] February 24, 2020 Benjamin A. Bomrind, Anne M. Madonia, and Joshua C. Weinberger discuss this discontinuation of LIBOR and how clients should prepare. SEC Proposes to Update Accredited Investor Definition [Alert] December 23, 2019 Chris Bellini discusses propose amendments to the definition of “accredited investor” in Rule 501(a) of Regulation D under the Securities Act of 1933. SEC Final Regulation Best Interest Regarding Duties of Broker-Dealers [Alert] July 09, 2019 Ingrid Welch and Greg Patton detail the changes broker-dealers will need to make under the new Regulation Best Interest, beginning June 30, 2020. SEC Proposes to Improve Disclosures Relating to Acquisitions and Dispositions of Businesses [Alert] May 08, 2019 Chris Bellini discusses the SEC’s proposed amendments relate to the financial disclosure requirements in Rules 3-05, 3-14, and Article 11 of Regulation S-X. SEC Adopts Amendments for FAST Act Modernization and Simplification of Regulation S-K [Alert] April 08, 2019 The changes adopted by the SEC will become effective on May 2, 2019, except for the requirement to tag all cover page data in Inline XBRL and the amendments to the rules governing redactions of confidential information in material contracts. SEC Proposes Expansion of “Test-the-Waters” Communications to All Issuers March 04, 2019 Chris Bellini discusses proposed Rule 163B and what it means to issuers. SEC Adopts New Smaller Reporting Company and XBRL Rules [Securities Alert] July 11, 2018 Chris Bellini discusses the SEC's final rules and rule proposals that broaden the definition of “smaller reporting company” and require the use of the Inline XBRL format in certain operating company and mutual fund filings. SEC Proposes Disclosure Requirements and Name Restrictions for Broker-Dealers & Investment Advisers [Corporate/Securities Alert] June 18, 2018 In a series of three proposed regulations with requests for comments, the Securities and Exchange Commission (SEC) seeks to enhance communications by broker-dealers and investment advisers to their customers and clients. SEC Charges 13 Private Fund Advisers for Repeated Filing Failures [Securities Alert] June 12, 2018 Christopher Bellini and Ingrid Welch discuss the SEC's focus on policing even the most technical of violations and warn advisers to private funds that they should timely file their Form PF and that the information contained in their Form PF is accurate and complete. SEC Proposed Regulation Best Interest Regarding Duties Of Broker-Dealers [Securities Alert] June 11, 2018 Ingrid Welch and Greg Patton discuss Release No. 34-83062 (Best Interest Release) proposed under the Securities and Exchange Act of 1934, as amended; the SEC's attempt to make clear that a broker-dealer may not put its own financial interests ahead of its retail customers when making recommendations. SEC Proposes Clarification Regarding Fiduciary Duties Owed by Investment Advisers [Securities Alert] May 08, 2018 Ingrid Welch and Greg Patton discuss three proposed regulations made by the SEC to enhance and clarify the standards of conduct and duties owed by brokers-dealers and investment advisers to their customers and clients. EVENTS & SEMINARS Past Events Successful & Meaningful Partnerships: Developing Bonds With Your Outside Counsel October 27, 2021 - Webinar Shareholder Proposals in Review from the 2021 Proxy Season October 19, 2021 - Webinar Diversity and Inclusion in the Boardroom May 19, 2021 - Webinar Proxy Season: Governance and Securities Hot Topics April 22, 2021 - Webinar The Impact of ESG on Private Equity Deals April 20, 2021 - Webinar A Global Perspective on Corporate Governance April 07, 2021 - Board of Directors & Advisors: How to Get People Involved March 18, 2021 - The Evolving Climate of ESG Governance, Management and Disclosures March 10, 2021 - Diversity & Inclusion in the Boardroom: Beyond the Basics March 04, 2021 - The Impact of ESG on Private Equity Deals: Where are We Now and Where Will We Be in a Year? November 23, 2020 - Evaluating the Evolving Climate of ESG Disclosures October 27, 2020 - Shareholder Primacy and Stakeholder Interests: Are They in Conflict and What Should Boards Do? September 21, 2020 - Webinar Board Diversity: A Must Amidst COVID-19 September 10, 2020 - Webinar 12th Annual In-House Counsel Conference July 28, 2020 - Philadelphia, PA IN THE NEWS Activist Shareholders Score Wins on Election Spending After Riot July 16, 2021 Kathy Jaffari was quoted in a Bloomberg Law article discussing how, since rioters stormed the U.S. Capitol earlier this year, activist shareholders at many companies are experiencing more success in getting approval from their fellow shareholders on increased political spending disclosures. Cozen O’Connor Continues Corporate Practice Expansion in Pittsburgh with the Addition of Benjamin W. Milleville March 25, 2021 Milleville brings a strong history of advising businesses and nonprofit organizations on corporate and transactional matters, including mergers and acquisitions, the negotiation of commercial agreements, governance, and real estate matters. Cozen O’Connor Expands New York Corporate Governance & Securities Practice with the Addition of Mehrnaz Jalali 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. Emerging State Board Diversity Laws Encourage Proactive Approach November 03, 2020 Kathy Jaffari discusses steps that some states are taking to increase diversity on corporate boards. Cozen O’Connor Guides Utz Quality Foods in Business Combination Agreement with Collier Creek Holdings to Form Utz Brands, Inc. June 10, 2020 Transaction Results in Utz Going Public After Nearly 100 Years as Family Business. Katayun I. Jaffari Joins Cozen O’Connor as Chair of its Corporate Governance & Securities Group 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. U.S. Companies Walk Legal Tightrope as Earnings Season Kicks Off 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. Cozen O’Connor Recognized As a Best Law Firm in 24 Practice Areas Nationwide, 106 Practice Areas Regionally November 05, 2019 The U.S. News – Best Lawyers “Best Law Firms” rankings are based on a rigorous evaluation process that includes the collection of client and lawyer evaluations and peer review from leading attorneys in their field. 138 Cozen O’Connor Attorneys Named to the Best Lawyers in America August 28, 2019 Best Lawyers selected 138 Cozen O’Connor lawyers from 21 of the firm’s national offices for inclusion in the 2020 edition of The Best Lawyers in America. 126 Cozen O’Connor Attorneys Named to the Best Lawyers in America August 22, 2018 One hundred twenty-six Cozen O’Connor lawyers from 20 of the firm’s national offices have been selected for inclusion in the 2018 edition of The Best Lawyers in America. Cozen O’Connor Names Six New Shareholders September 07, 2017 Cozen O’Connor is proud to announce the promotion of six members to shareholders of the firm: David Brisco (San Diego), Michael de Leeuw (New York), John Dickenson (West Palm Beach), Jonathan Lichtenstein (Philadelphia), William Walsh (Seattle), and Ingrid Welch (Philadelphia). 100 Cozen O’Connor Lawyers Named to the Best Lawyers in America August 23, 2017 Lawyers were selected for inclusion in the 2018 edition based on a rigorous peer-review that has been developed and defined for more than 30 years. CONTACTS Katayun Jaffari Chair, Corporate Governance & Securities kjaffari@cozen.com (215) 665-4622 PEOPLE Christopher J. Bellini Member Minneapolis Beatrice Bottini Associate New York Richard J. Busis Of Counsel Philadelphia Rachel Collins Clarke Member Philadelphia Rikisha Collins Associate Philadelphia Germain E. DeMartinis Associate Philadelphia Joseph Dever Member New York Devin A. Donohue Member Los Angeles Jeremiah G. Garvey Member Pittsburgh Katheryn A. Gettman Member Minneapolis Daniel Gordon Associate Philadelphia Paul D. Hallgren Associate Minneapolis Sarah Hopkins Associate Washington, D.C. Katayun Jaffari Chair, Corporate Governance & Securities Philadelphia Mehrnaz Jalali Member New York Anne M. Madonia Member Philadelphia Christopher McDemus Co-Chair, Emerging Business & Venture Capital Philadelphia Benjamin W. Milleville Member Pittsburgh C. Gregory Patton Associate Philadelphia Zane Podsobinski Associate Pittsburgh Seth Popick Member Pittsburgh Edgar G. Rapoport Member Minneapolis Jeffrey N. Saunders Member Minneapolis Martin T. Schrier Chief Strategy Partner Miami Jason M. Shargel Member Philadelphia Megan M. Skiba Associate Pittsburgh Lindsey Stillwell Associate Philadelphia Diane A. Thompson Of Counsel Los Angeles Ingrid Welch Member Philadelphia Eli S. Wolfe Associate Philadelphia RELATED PRACTICE AREAS Business/Corporate China Practice Corporate Environmental, Social & Governance International Italy Practice Mergers & Acquisitions Securities Litigation & SEC Enforcement Keep up-to-date with the latest Corporate Governance & Securities news from Cozen O'Connor Enter your City or Zip. SIGN ME UP Sign up to receive alerts, publications, and event / webinar invites. By submitting your contact information, you are giving Cozen O'Connor consent to contact you via email. Full Service International Law Firm Learn More EXPERIENCE ALUMNI BLOGS & PODCASTS CLE PROGRAMS SUBSCRIBE TO PUBLICATIONS Affiliates COZEN O’CONNOR PUBLIC STRATEGIES MARGOLIS HEALY NATIONAL SUBROGATION SERVICES Privacy Policy | Disclaimer | Attorney Advertising