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).
