Our Website Uses Cookies
We and the third parties that provide content, functionality, or business services on our website may use cookies to collect information about your browsing activities in order to provide you with more relevant content and promotional materials, on and off the website, and help us understand your interests and improve the website.
For more information, please contact us or consult our Privacy Notice.
Your binder contains too many pages, the maximum is 40.
We are unable to add this page to your binder, please try again later.
This page has been added to your binder.
- Home
- Professionals
- Brian K. Rosenzweig
Brian Rosenzweig is co-chair of the firm’s Securities and Capital Markets Practice Group. He regularly represents private and public domestic and foreign companies as well as venture capital funds and investment banks in domestic and international capital-raising transactions.
Mr. Rosenzweig's practice predominantly involves capital markets transactions, including initial public offerings and follow-on equity offerings, for domestic and foreign private issuers in the life sciences, technology and financial services, industries. He also regularly represents emerging companies and venture capital funds focused on these industries.
Mr. Rosenzweig also regularly advises boards and management on securities law issues, corporate governance issues and general corporate matters.
Chambers USA notes "Brian continues to enjoy a great reputation for his capital markets expertise. He maintains a comprehensive practice, centered around the representation of companies and investment banks in varied securities transactions."
Public Capital Raising
- Represented BioNTech SE in connection with its July 2020 $511 million advanced follow-on offering and the related rights offering of American Depositary Shares.
- Represented Uber Technologies, Inc. in connection with its US IPO on the New York Stock Exchange and its September 2020 issuance of $500 million of senior unsecured notes.
- Represented the underwriters in the US IPO of Trevi Therapeutics, Inc., clinical-stage biopharmaceutical company focused on the development and commercialization of nalbuphine ER to treat serious neurologically mediated conditions.
- Represented the underwriters in the US IPO and multiple follow-on offerings of ordinary shares of UroGen Pharma Ltd., an Israeli biopharmaceutical company focused on non-surgical treatments in uro-oncology.
- Represented Lombard Medical, Inc., a UK-based medical device company focused on endovascular stent-grafts for the repair of aortic aneurysms, in its US IPO of ordinary shares.
- Represented the underwriters in multiple public offerings of Repligen Corporation, a leading provider of advanced bioprocessing technologies and solutions used in the process of manufacturing biologic drugs.
- Represented the underwriters in the US IPO and a follow-on offering of American Depositary Shares of Nabriva Therapeutics AG, an Austria-based biopharmaceutical company focused on developing a new class of antibiotics.
- Represented the underwriters in the US IPO and a follow-on offering of ordinary shares of Affimed N.V., a German-based biotechnology company focused on immuno-oncology.
- Represented Darwin Professional Underwriters Inc., a specialty insurance group focused on the professional liability insurance market, in its US IPO.
- Represented the underwriters in the US IPO and a follow-on offering of ordinary shares of uniQure N.V., an Amsterdam-based gene therapy company.
Private Capital Raising / Emerging Companies / Venture Capital
- Represented venture capital fund RTW Investments in multiple investments, including cross-over rounds,in private life sciences companies.
- Represented BioNTech SE in a $50 million private placement of ordinary shares to Fosun Pharma, a $113 million private placement of ordinary shares to Pfizer, and a $251 million private placement of ordinary shares and a convertible note to Temasek.
- Represented Knoema Corporation, an emerging private company that provides an end-to-end data and knowledge management platform in the acquisition of Adaptive Management, an alternative data aggregator and solutions provider.
Covington's London Public Company Practice Closes a Strong Year of Life Sciences Transactions
January 25, 2021
LONDON–Covington’s London corporate team has advised AIM- and Main Market-listed clients on multiple fundraisings and acquisitions over the past few months, marking a strong year in life sciences transactions. These include: Advising Sensyne Health plc, a UK clinical AI company listed on the London AIM market, on its £27.5 million equity fundraising The ...
January 4, 2021, Covington Alert
On December 22, 2020, the SEC approved a rule change by the New York Stock Exchange (the “NYSE”) to allow issuers to offer and sell newly issued shares through the direct listing process (a “Primary Direct Floor Listing”). The NYSE historically has allowed direct listings only when issuers list securities on the NYSE in tandem with an offering of outstanding ...
December 30, 2020, Covington Alert
On December 22, 2020, the Securities and Exchange Commission’s Division of Corporation Finance (the “Division”) issued disclosure guidance applicable to transactions involving special purpose acquisition companies (“SPACs”). CF Disclosure Guidance: Topic No. 11 outlines the Division’s view that certain aspects of SPAC initial public offerings (“IPOs”) and ...
December 8, 2020, Covington Alert
On November 24, 2020, Glass Lewis published updates to its proxy voting guidance for annual shareholder meetings to be held after January 1, 2021. The updated proxy voting guidelines primarily concern board composition, governance matters, environmental and social issues, and compensation issues. Glass Lewis also published updates to its guidance on shareholder ...
December 7, 2020, Covington Alert
On December 1, 2020, the Nasdaq Stock Market LLC (“Nasdaq”) submitted a proposal (the “Proposal”) to the Securities and Exchange Commission (the “SEC”) to amend its listing standards to require, subject to certain exceptions, new disclosures regarding director diversity. If adopted, the Proposal would require the board of a Nasdaq-listed company to have at least ...
November 20, 2020, Covington Alert
On November 17, 2020, the Securities and Exchange Commission (the “SEC”) took long-awaited action to modernize its electronic filing requirements to permit the use of electronic signatures in SEC filings. The rule amendments will become effective immediately upon their publication in the Federal Register. We expect that public companies and other filing persons ...
November 19, 2020, Covington Alert
On November 12, 2020, Institutional Shareholder Services (“ISS”) published updates to its proxy voting guidance generally for annual shareholder meetings to be held on or after February 1, 2021. The updated proxy voting guidelines primarily concern board composition, governance matters, and environmental and social issues.
Uncertain Election Leaves Capital Markets In Flux
November 4, 2020, Law360
Brian Rosenzweig shares his thoughts with Law360 about U.S. presidential election’s uncertainty affecting capital markets.
November 2, 2020, Covington Alert
On September 11, 2020, the U.S. Securities and Exchange Commission (“SEC”) issued a final rule amending its statistical disclosure requirements for bank holding companies, banks, savings and loan holding companies, and savings and loan associations (“banking registrants”) in registration statements and other disclosure documents. The final rule replaces Guide 3, ...
October 22, 2020, Covington Alert
This is a playbook for a virtual meeting of shareholders of a public company. This playbook answers questions that companies may have about planning and holding such a meeting.
October 8, 2020
WASHINGTON—Covington represented Uber Technologies in its Rule 144A offering of $500 million principal amount of 6.25 percent senior notes due 2028. Uber received net proceeds of approximately $495 million, which it used to redeem an outstanding series of senior notes. The Covington capital markets team included Kerry Burke, Brian Rosenzweig, Jennifer Uren, ...
October 5, 2020, Covington Alert
On September 23, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the shareholder proposal rule: Rule 14a-8 under the Securities Exchange Act of 1934. Rule 14a-8 requires companies that are subject to the federal proxy rules to include shareholder proposals in their shareholder meeting proxy statements, subject to certain procedural and ...
September 15, 2020
WASHINGTON—Covington was recognized as a Deal of the Year winner in the Capital Markets category at the inaugural IFLR1000 United States Awards, in connection with its work as co-issuer’s counsel on Uber Technologies’ U.S. IPO on the New York Stock Exchange. Covington served as Uber’s co-counsel on its $8.1 billion initial public offering of 180,000,000 shares ...
September 8, 2020, Covington Alert
On August 26, 2020, the Securities and Exchange Commission (the ”SEC”) amended the definitions of “accredited investor” in Rule 501(a) of Regulation D and “qualified institutional buyer” (“QIB”) in Rule 144A, each under the Securities Act of 1933 (the “Securities Act”). These amendments are part of the SEC’s broader effort to simplify, harmonize, and improve the ...
August 31, 2020, Covington Alert
On August 26, 2020, the Securities and Exchange Commission (SEC) adopted amendments to the business (Item 101), legal proceedings (Item 103) and risk factor (Item 105) disclosure requirements of Regulation S-K. These amendments are part of the SEC’s ongoing Disclosure Effectiveness Initiative, the goal of which is to modernize the business and financial ...
July 27, 2020, Covington Alert
On July 22, 2020, the Securities and Exchange Commission (SEC) adopted several proxy rule amendments dealing with proxy advisory firms as part of its ongoing effort to modernize the proxy voting system. The proxy rule amendments, which were proposed in November 2019, codify the SEC’s view that proxy voting advice generally constitutes a solicitation under the ...
July 20, 2020, Covington Alert
The COVID-19 pandemic continues to present public companies with new regulatory compliance and financial reporting challenges. Adjusting the presentation of GAAP financial measures to take into account COVID-19-related expenses is one such challenge and should be considered carefully in light of the SEC’s heightened scrutiny in this area. The SEC’s Division of ...
July 9, 2020, Covington Alert
The second quarter of 2020 is the first period in which most U.S. public companies were fully confronted with challenges presented by the COVID-19 global pandemic. The SEC and its staff (the “Staff”) have recently issued a number of statements regarding disclosure considerations and updates to reporting relief that will affect various aspects of companies’ ...
June 11, 2020, Covington Alert
On May 20, 2020, the SEC adopted amendments to requirements for financial disclosures about acquired and disposed businesses. These rules have remained largely static for several decades, even as many other SEC rules and forms have undergone significant revisions in that time period. The amendments are intended to reduce the complexity and costs associated with ...
June 2, 2020, Covington Alert
Increased attention has recently been given by both investors and the Securities and Exchange Commission (SEC) to promoting clear and comparable disclosures of environmental, social and governance (ESG) factors. On May 21, the SEC's Investor Advisory Committee (Committee) debated and endorsed recommendations of the Investor as Owner Subcommittee that the SEC ...
May 14, 2020, Covington Alert
The SEC and its staff continue to respond to the COVID-19 pandemic by providing public companies and other filers with relief from certain reporting requirements, as well as rule amendments. Recently, the SEC’s Division of Corporation Finance (the “Division”) issued several frequently asked questions (“FAQs”) relating to the SEC’s March 25, 2020 Order that ...
May 7, 2020, Covington Alert
In response to the ongoing impact of the COVID-19 outbreak, Nasdaq has adopted temporary relief through June 30, 2020 from shareholder approval requirements pertaining to the so-called “20% rule.” The relief is effective immediately and intended to give Nasdaq-listed companies additional flexibility to raise capital through private placements in situations where ...
April 2020, Covington Alert
This is a playbook for a virtual meeting of shareholders of a public company, with a particular focus on the unique situation facing companies due to the global coronavirus (COVID-19) pandemic. It includes answers to questions that companies may have in deciding upon and planning for such a meeting.
April 16, 2020, Covington Alert
The leading proxy advisory firms, Institutional Shareholder Services Inc. and Glass, Lewis & Co., recently published their approaches on key governance topics facing public companies during the COVID-19 pandemic. Generally, both firms seek to balance flexibility in responding to current circumstances against established corporate governance policies.
April 9, 2020, Covington Alert
The SEC and its staff have responded to the COVID-19 pandemic by providing public companies and other filers affected by the pandemic with relief from certain reporting requirements, as well as helpful disclosure guidance.
April 7, 2020, Covington Alert
Boards of directors, compensation committees and executive officers have begun to confront the impact of the COVID-19 pandemic on their compensation programs. This alert highlights key considerations for public companies as they make important decisions regarding these programs.
April 2, 2020, Covington Alert
When an executive officer or director becomes seriously ill, including due to COVID-19, U.S. public companies and foreign private issuers must consider their disclosure obligations as well as governance and other key topics. This alert discusses these considerations.
Companies Forced To Get Creative As Public Markets Stall
March 30, 2020, Law360
Brian Rosenzweig spoke with Law360 about the lack of funding for equity capital markets created by coronavirus. Some companies have resulted to at-the-market offerings for funding. Mr. Rosenzweig says, “The ability to be opportunistic on days with less volatility and generate smaller amounts of cash on a more frequent basis through ATM programs is very relevant ...
March 27, 2020, Covington Alert
While Board duties remain unchanged in a crisis situation such as the COVID-19 pandemic and the role of a board of directors continues to be one of oversight, the disruption and dislocation resulting from the pandemic warrants greater and more frequent coordination between boards of directors and management teams which have responsibility for day-to-day ...
Startups Face Uncharted Waters As Funding Dries Up
March 27, 2020, Law360
Brian Rosenzweig is quoted in Law360 regarding the effects of coronavirus on startup business funding. Mr. Rosenzweig says, "There will still be [funding] opportunities, but it will be more competitive.”
March 27, 2020, Covington Alert
The SEC has provided additional relief for public companies and other filers affected by the COVID-19 pandemic. Also, the SEC's Division of Corporation Finance (the "Division") has issued disclosure guidance regarding COVID-19 and related business and market disruptions Disclosure Guidance Topic No. 9 (the "Disclosure Topic 9"). This alert discusses the key ...
March 26, 2020, Covington Alert
Companies incorporated in the United States are required to hold annual shareholder meetings. These meetings have traditionally been held at a physical location, sometimes with the option to participate remotely. In recent years, however, some public companies have adopted virtual-only annual shareholder meetings. Due to growing concerns around the global ...
March 25, 2020, Covington Alert
The COVID-19 pandemic and its economic consequences have spurred a tremendous amount of market volatility, and many public companies can expect questions from shareholders and analysts regarding the effect of these factors on companies’ current and future operations and liquidity. The uncertainty of the pandemic’s duration and impact on the economy may lead some ...
March 23, 2020
NEW YORK—The American Lawyer has named Covington lawyers Sergio Urías and Laura Torre as “Dealmakers of the Year.” The annual feature highlights “the most impressive and significant matters that deal lawyers worked on in 2019.” Shareholders of Covington’s client Prisma Medios de Pago, Argentina’s largest payment processing company, were mandated by the antitrust ...
March 20, 2020, Covington Alert
January 28, 2020, Covington Alert
Critical audit matters, or “CAMs,” have been an important topic of discussion among investors, auditors, public companies and audit committees since the Public Company Accounting Oversight Board (“PCAOB”) adopted Auditing Standard 3101 (“AS 3101”) on June 1, 2017.
October 11, 2019, Law360
Brian Rosenzweig spoke with Law360 about the SEC’s decision to allow all companies to pursue “testing-the-waters” communications with institutional investors before registering their offerings. Mr. Rosenzweig says, “Having a successful IPO is challenging regardless of size. So opening up those tools to the entire universe of potential IPO issuers can only help.”
October 10, 2019, International Financial Law Review
Brian Rosenzweig is quoted in the International Financial Law Review regarding the clarifications made to the SEC’s “test-the-waters” provision. Mr. Rosenzweig believes that there are no significant changes from the rules proposed earlier this year, although some minor tweaks were made. "The rules were adopted pretty much as proposed, and are generally viewed by ...
September 27, 2019, Covington Alert
On September 26, 2019, the Securities and Exchange Commission (the “SEC”) announced the adoption of new Rule 163B under the Securities Act of 1933 (the “Securities Act”), which expands the permitted use of “test-the-waters” communications to all issuers, regardless of size or reporting status. The new rule, which the SEC proposed in February 2019, represents a ...
Focus Financial Opens Door to Investment Banks
September 4, 2019, RIAIntel
Brian Rosenzweig spoke with RIAIntel about the continued need for registered investment advisers to file Form S-3 with the SEC. Mr. Rosenzweig says, “It is certainly customary for public companies to seek to file and declare a shelf registration statement as soon as they become shelf-eligible, which is typically one year after an IPO.” Companies routinely file ...
April 30, 2019, Covington Alert
For the better part of this decade, the U.S. Securities and Exchange Commission (the “SEC”) has been assessing and soliciting input on, and proposing and adopting changes to, the public company disclosure regime. A principal goal of this exercise has been to improve the quality of disclosure while reducing compliance costs and other burdens on public companies. ...
February 25, 2019, Covington Alert
On February 19, 2019, the Securities and Exchange Commission (the “SEC”) proposed a new rule under the Securities Act of 1933 (the “Securities Act”) that would expand issuers’ ability to gauge potential investor interest in registered securities offerings.
Covington Advises Argentinian Payments Company on Sale with Enterprise Value of $1.42B
January 22, 2019
NEW YORK—Covington advised Prisma Medios de Pago, Argentina’s leading payments company, in the sale of a controlling stake to Advent International. Prisma’s existing shareholders will retain a 49% stake in the company. The transaction values 100 percent of Prisma at $1.42 billion. Prisma is an Argentinian company established in 2014 through the merger of Visa ...
January/February 2018, The Corporate Governance Advisor
November 7, 2017, Covington Alert
On November 1, 2017, the staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “Staff”) published Staff Legal Bulletin No. 14I (“SLB 14I”), which includes important new guidance regarding the Staff’s administration of the SEC’s shareholder proposal rule.
November 2, 2017, Covington Alert
On October 23, 2017, the Securities and Exchange Commission (the “SEC”) issued an order granting approval of a proposal by the Public Company Accounting Oversight Board (the “PCAOB”) to adopt Auditing Standard (“AS”) 3101, The Auditor’s Report on an Audit of Financial Statements When the Auditor Expresses an Unqualified Opinion, and related amendments to other ...
September 26, 2017, Covington Alert
On September 21, 2017, the Securities and Exchange Commission (the “SEC”), as well as the SEC’s Division of Corporation Finance (the “Staff”), published new interpretive guidance to assist public companies in complying with the SEC’s pay ratio disclosure rule. The new guidance addresses many questions that have been raised regarding the rule, including how a ...
August 10, 2017
NEW YORK—Covington advised the underwriters in a $138 million follow-on public offering of common stock by Repligen Corporation. Covington previously represented the underwriters in Repligen's $115 million convertible note offering in May 2016. Repligen is a bioprocessing company focused on the manufacture of Protein A ligands, cell culture growth factors, and ...
July 5, 2017, Covington Alert
On June 29, 2017, the Division of Corporate Finance of the Securities and Exchange Commission (the “Division”) announced that it will permit all companies to submit drafts of certain registration statements to the Division on a confidential basis, expanding a popular privilege that was made available to emerging growth companies (“EGCs”) under the Jumpstart Our ...
IPO Roundtable
April 4-5, 2017, Needham & Company’s 16th Annual Healthcare Conference
IPO Roundtable
April 12-13, 2016, Needham & Company’s 15th Annual Healthcare Conference
Taking the FAST Track: New Legislation Facilitates Raising Capital and Aims to Simplify Reporting
December 18, 2015, Covington Alert
September 19, 2013, Inside Compensation
On September 18, 2013, the Securities and Exchange Commission (“SEC”) proposed a rule that would require most public companies to disclose, annually, the ratio of the median of the annual total compensation of all of the company’s employees to the annual total compensation of the company’s principal executive officer. This rule is mandated by Section...… ...
November 20, 2012, Inside Compensation
Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) recently updated their proxy voting guidelines for the 2013 proxy season. The complete 2013 Updates to ISS’s U.S. Corporate Governance Policy are available here. Key updates from both proxy advisors relating to executive compensation and compensation-related matters are ...
- Chambers USA, Capital Markets: Debt & Equity (2017-2020)
- Legal 500 US, Capital Markets: Equity Offerings (2016)
- New York Super Lawyers “Rising Star” (2014-2018)