Jessica Cohn is of counsel and a member of the Asset Management and Investment Funds practice. Jessica advises registered investment companies and their independent board members on regulatory, compliance, and transactional matters arising under the US federal securities laws, including on issues related to fund organization, registration, regulatory filings, changes to—and the implementation of—investment strategies, acquisitions and fund adoption transactions, and utilizing a manager-of-managers structure. Jessica has experience representing closed-end investment companies in offerings of preferred stock, establishing and refinancing various forms of leverage, proxy solicitations, and tender offers.
Jessica also advises clients regarding the formation and registration of broker-dealers with the SEC and the FINRA new membership application (NMA) process, including by preparing required materials, filing forms and applications, and responding to requests from FINRA’s membership application program group. She regularly assesses whether proposed activities require broker-dealer registration or qualify for an exemption, including the safe harbor under Rule 3a4-1, M&A broker exemption and foreign broker-dealer exemptions under Rule 15a-6. She also advises clients on issues related to the implementation of new rules and regulations, acquisition and sale of broker-dealers, and expansion of business activities, including counseling broker-dealers through FINRA materiality consultations and continuing membership applications (CMA).
