Bonnie J Roe

Bonnie J Roe

Cohen & Gresser LLP

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Latest Publications


Forum Selection Bylaws Gain Ground

As we previously discussed (Should Your Board Adopt an Exclusive Forum Bylaw?, July 2013; The Future of Exclusive Forum Bylaws, November 2013), forum selection bylaws (also sometimes called exclusive forum bylaws) have become...more

10/1/2014 - Bylaws Corporate Governance Delaware General Corporation Law Forum Selection Jurisdiction Shareholder Litigation

The SEC Provides Significant Relief from Registration Requirements for M&A Brokers

On January 31, 2014, the Securities and Exchange Commission (SEC) issued an important no-action letter in which the staff of the SEC’s Division of Trading and Markets declared that it would not recommend enforcement action...more

2/24/2014 - Broker-Dealer FINRA Registration SEC Securities Exchange Act

Top Disclosure and Governance Tips for 2014

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...more

1/24/2014 - Compliance Corporate Governance Disclosure Dodd-Frank Executive Compensation GAAP Nasdaq Proxy Season Proxy Statements SEC

Will Regulation A+ Make the Grade (by Increasing Smaller Company Access to Capital)?

On December 18, 2013, the Securities and Exchange Commission (SEC) voted to propose amendments to Regulation A, as mandated by Section 401 of the Jumpstart Our Business Startups Act (JOBS Act). The proposals are intended to...more

1/9/2014 - JOBS Act Regulation A SEC Securities Act of 1933

Proposed Changes in Public Company Auditing Standards

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...more

12/3/2013 - Audits Compliance PCAOB Reporting Requirements SEC

The Future of Exclusive Forum Bylaws

As we previously discussed (Should Your Board Adopt an Exclusive Forum Bylaw?, July 2013), in recent years many public companies have adopted “exclusive forum” bylaws, a trend that received a boost when Chancellor Leo E....more

11/1/2013 - Forum Forum Selection Jurisdiction

Opportunities and Pitfalls of the New Offering Rules

On July 10, 2013, the SEC substantially changed the rules for conducting unregistered offerings in reliance on Rule 506 of Regulation D by: - Lifting the ban on general solicitation and advertising in offerings where...more

8/6/2013 - Accredited Investors Advertising Bad Actors Dodd-Frank General Solicitation JOBS Act Regulation D Rule 144A Rule 506 Offerings SEC

Should Your Board Adopt an Exclusive Forum Bylaw?

Exclusive forum charter and bylaw provisions limit certain types of shareholder litigation to the corporation’s jurisdiction of incorporation, and so potentially reduce or eliminate the cost and strategic difficulties of...more

7/10/2013 - Board of Directors Business Development Bylaws Corporate Charters Corporate Governance Forum Litigation Strategies Multidistrict Litigation Proxy Advisors Shareholder Litigation

Lessons from Netflix on the Use of Social Media for Informal Disclosure

On April 2, 2013 the Securities and Exchange Commission (SEC) issued a report (the Netflix Report) announcing that it would not pursue enforcement action against Netflix, Inc. and its Chief Executive Officer, Reed Hastings,...more

4/12/2013 - Facebook Investors Netflix Public Disclosure Reed Hastings Regulation FD SEC Social Media

Trouble Brewing for 10b5-1 Trading Plans

Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, is intended to provide a safe harbor from insider trading liability for corporate insiders who trade their company’s stock pursuant to certain...more

2/26/2013 - 10b5-1 Plans Insider Trading Public Disclosure Safe Harbors SEC Securities Exchange Act

The Growing Public Market for Private Company Shares

The Jumpstart Our Business Startups Act, or JOBS Act, was designed to facilitate capital-raising transactions by smaller companies, including private companies. A likely but less heralded consequence of the JOBS Act is that...more

2/1/2013 - Disclosure Requirements JOBS Act Private Company Shares Recordkeeping Requirements SEC Transparency

Disclosure tips for 2013

The proxy and annual reporting season has begun, with relatively few changes in reporting requirements from last year. Here are some tips to take you through the season and prepare for changes to come. 1. Consider the...more

1/18/2013 - Annual Reports Audits Compensation Committee Conflict Mineral Rules Disclosure Requirements Electronic Spiders Hedging Independence Rules Iran Threat Reduction and Syria Human Rights Act Pledges Political Contributions Proxy Statements Say-on-Pay SEC Social Media Social Media Policy

SEC Proposes Rules Permitting General Solicitation in Certain Unregistered Offerings

On August 29, 2012, the Securities and Exchange Commission, or SEC, issued proposed rules which would allow advertising and publicity in certain unregistered offerings. As mandated by the Jumpstart Our Business Startups Act,...more

9/30/2012 - General Solicitation JOBS Act SEC

IPO On-Ramp: The Emerging Growth Company

Originally published in Business Law Today - May 2012. The JOBS Act springs from a belief that smaller companies are the engines of economic growth and job creation. In this view, the decline of the smaller company...more

5/31/2012 - Dodd-Frank Emerging Growth Companies Executive Compensation IPO JOBS Act Reporting Requirements Say-on-Pay

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