Alexander Cohen

Alexander Cohen

Latham & Watkins LLP

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SEC Adopts Regulation A+ Rules

As amended, Regulation A now provides an exemption from registration for certain issuers offering up to US$50 million of securities in a 12-month period. On March 25, 2015, the Securities and Exchange Commission (SEC)...more

4/8/2015 - Amended Regulation JOBS Act Regulation A SEC Securities Act of 1933 Small Offering Exemptions

Securities and Exchange Commission: Critical Issues Facing Public Companies

Latham & Watkins partners William Baker, Alexander Cohen, Joel Trotter and Lawrence West hosted a webcast “Securities and Exchange Commission: Critical Issues Facing Public Companies.” Topics discussed included the increasing...more


Financial Statement Requirements in US Securities Offerings: What You Need to Know

In This Report: - Introduction - The Basics - Background to Financial Statement Requirements - What Financial Statements Must Be Included in Public Offerings? - When Does Financial...more

1/12/2015 - Financial Statements IPO Public Offerings Securities

Financial Statement Requirements in US Securities Offerings: What Non-US Issuers Need to Know

In This Report: - Introduction - Background - What Is a “Foreign Private Issuer”? - Some Key Ways in which Foreign Private Issuers Are Treated Differently than Domestic US Issuers - The...more

1/12/2015 - Corporate Issuers Financial Statements Foreign Corporations Offerings Public Offerings Securities

The "Right to be Forgotten" Landmark Decision: Beyond the Headlines

While the popular press has been full of stories about the European Court of Justice’s (“ECJ”) ruling creating a “right to be forgotten” (ahead of the still pending Data Protection Regulation), we will focus on both the...more

5/22/2014 - Data Protection EU Google Internet Right to Be Forgotten Right to Privacy Search Engines

Margin Call: Advanced Topics and Practice Points

In previous installments, we covered the basics of the margin regulations. In our final two installments, we’ll cover a few practice points and explore some of the more complex margin issues (particularly under Regulation U),...more

5/6/2014 - Collateral Corporate Bonds Corporate Sales Transactions Credit Agreements Equity Transactions Financing Margin Calls Mergers OTC Regulation U Rule 144A Secured Debt Stocks

The JOBS Act, Two Years Later: An Updated Look at the IPO Landscape

Two years ago, the Jumpstart Our Business Startups (JOBS) Act became law. Title I of the JOBS Act significantly changed the IPO playbook, creating a new category of issuer called an emerging growth company (EGC) and rewriting...more

4/4/2014 - Emerging Growth Companies IPO JOBS Act

Margin Call, Part Three: Advanced Regulation U Issues

In the last installment on the US margin regulations, we touched on the building blocks of Regulation U, which prohibits a bank or a non-bank lender (who is not a broker-dealer) from extending “purpose credit” that is...more

3/28/2014 - Banks Lenders Regulation U SEC

The Last Days of Disco Ops

Consider this scenario: Staying Alive, Inc., a publicly traded clothing company based in South Beach, Florida, is planning to offer additional shares to the public in a registered securities offering. Several weeks before...more

3/14/2014 - Filing Requirements Mergers Pre-Merger Filing Requirements

The Good, the Bad and the Offer: Law, Lore and FAQs

An Updated Look at the World of Offers - It all seems simple enough. The concept of “offer” is broad under the securities laws, so companies and underwriters need to be careful about any publicity in connection with a...more

3/7/2014 - Compliance Corporate Counsel Corporate Governance Dodd-Frank IPO JOBS Act Offers Press Releases SEC Securities Act of 1933 Underwriting

Margin Call: The Basics of the US Margin Regulations

Your issuer client is getting ready to launch a high-yield debt offering. When you get to the office and check your messages, you learn that your client has a couple of questions about the representation in the purchase...more

3/6/2014 - Banking Sector Broker-Dealer CFTC Federal Reserve FINRA Margin Calls NYSE Regulation T Regulation U Regulation X SEC

Risky Business: Should You Repeat Risk Factors in a 10-Q?

Joel Goodson, the eager and unconventionally entrepreneurial in-house counsel at Lana Co., is on the line with a problem. No, it’s not his missing Steuben crystal egg — instead, he’s asking about the level of detail required...more

2/6/2014 - Compliance Filing Requirements SEC

Guarantor and Affiliate Financial Statements: Finding a Silver Lining

This week in our playbook, we are talking about guarantor and affiliate financial statements. First, the bad news: As a general rule, all guarantors must present the same audited and unaudited financial statements as...more

12/16/2013 - Affiliates Audits Compliance Financial Statements Guarantors Sarbanes-Oxley

Codes of Ethics: SEC Requirements

Your good client Socrates is on the line. Socrates — who gave up a promising career in philosophy to take up professional soccer — has an ethics question for you. No, he is not asking you to explain Stoicism, Epicureanism or...more

11/14/2013 - Code of Conduct Compliance Form 10-K Form 8-K Nasdaq NYSE Regulation S-K SEC

Bond Mechanics 301

We conclude our overview of bond mechanics with an examination of a few complexities associated with tack-on offerings. Tack-on deals are often viewed as so easy that they can practically run themselves. And yet, there a few...more

10/16/2013 - Bonds FATCA Investors Rule 144A

Financial Statement Requirements in US Securities Offerings: What You Need to Know 2013 Edition

The most frequently asked question at all-hands meetings for a securities offering is “What financial statements will be needed?” The question seems simple enough. But the answer is rarely straightforward. This User’s...more

10/2/2013 - Annual Filings Emerging Growth Companies Financial Statements Foreign Private Issuers GAAP JOBS Act Public Offerings Rule 144A SEC

Bond Mechanics 201

This week we continue our exploration of some important concepts of bond mechanics. Let’s don protective eyewear, roll up our sleeves and prepare to get our hands dirty as we probe the inner workings of call protection....more

9/18/2013 - Bonds Make-Whole Premium

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