Haynes and Boone, LLP | Professionals

Casey Cohn’s practice focus is on mergers and acquisitions and public and private securities offerings. Her other areas of practice include corporate and limited liability company formation, sales of assets and stock, Exchange Act, Sarbanes-Oxley, Nasdaq and New York Stock Exchange compliance and general corporate planning and representation.

Highlights

Represent as outside securities counsel companies listed on the NYSE and Nasdaq in the retail, energy and renewable energy and financial industries.
Experience in underwritten securities offerings, including common stock offerings, debt offerings and initial public offerings.
Experience in universal shelf offerings and subsequent take-downs, convertible securities, and private placements.
Experience in reporting obligations under the Securities Exchange Act of 1934 and conducting annual and special stockholder meetings.
Experience in complying with corporate governance regulations, including the Sarbanes-Oxley Act of 2002 and SRO listing standards.
Representation on both the buy side and the sell side in merger and acquisition transactions.
Familiarity with all types of transactions, including mergers for cash and stock, forward and reverse triangular mergers, sales of assets, sales of stock and combinations of the above.

Selected Representative Experience

Represented Flowserve Corp. in $500 Million Offering of Senior Notes
Represented Flowserve Corp. in a $500 million offering of 3.5 percent Senior Notes due 2022.

Represented SWS Group, Inc. in a Registered Public Offering of Common Stock
Represented SWS Group, Inc., a provider of investment and financial services through its subsidiaries, Southwest Securities, Inc., a registered investment adviser and registered broker-dealer, and Southwest Securities, FSB, a bank headquartered in Dallas, in a public offering of 5,000,001 shares of common stock.

Underwritten Shelf-Takedown Equity Offering - Union Drilling, Inc
Successfully represented Union Drilling, a provider of contract land drilling services and equipment, primarily to natural gas producers, in the United States, in the underwritten issuance of 3 million shares (with a 450,000 over-allotment provision) of its common stock at an offering price of $8.25.

Panda Ethanol, Inc.
Haynes and Boone represented Panda throughout the development, as sole counsel, and in the final project financing as co-counsel in a complex $188 million debt financing of its 100 million gallon-per-year ethanol facility employing novel technology in Hereford, Texas. Senior debt financing consisted of a $158.1 million senior secured credit facility which includes a $5 million working capital facility and a letter of credit supporting $50 million in tax-exempt bonds that were issued by the Red River Authority of Texas. Additionally, the project financing included a $30 million subordinated debt credit facility.

Reverse Merger
Represented Panda Energy International in its acquisition of Ciraccor, Inc.

Securities Counsel
Represent, as outside securities counsel, companies listed on the NYSE and Nasdaq in the retail, energy and renewable energy and financial industries.

Online Publications

06/28/2012 - SEC Directs National Exchanges to Adopt Listing Standards for Compensation Committees and Compensation Advisers and Updates Compensation Consultant Disclosure Requirements
As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), on June 20, 2012, the U.S. Securities and Exchange Commission (SEC) approved a rule that directs national securities exchanges to adopt listing standards for public company boards of directors and compensation advisers. See Release Nos. 33-9330 and 34-67220.

02/03/2011 - SEC Adopts Rules for Say-on-Pay and Golden Parachute Compensation Under Dodd-Frank Act
As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), the U.S. Securities and Exchange Commission (SEC) adopted rules regarding shareholder approval of executive compensation and “golden parachute” arrangements on January 25, 2011.

03/03/2010 - Guide to SEC Reporting Changes (Revised)
Since the start of 2009, there have been material changes to the form and content of periodic reports and proxy statements. This memorandum outlines the changes in the federal securities laws and New York Stock Exchange (“NYSE”) rules since January 2009 that impact the form and content of 2009 Forms 10-K and 2010 proxy statements for domestic issuers subject to Regulation S-K.

02/11/2010 - SEC Clarifies Climate Change Disclosure Obligations
On February 2, 2010, the Securities and Exchange Commission (the “SEC”) announced guidance regarding public companies’ disclosure obligations related to climate change. On February 8, 2010, the SEC published that guidance in the Federal Register, at which time it became effective. As a result, calendar year-end companies with upcoming annual reports on Form 10-K should evaluate whether their disclosures concerning climate change are consistent with the new guidance.

02/02/2010 - SEC to Clarify Climate Change Disclosure Obligations
On January 27, 2010, the Securities and Exchange Commission (the “SEC”) voted to provide interpretive guidance on SEC disclosure requirements as they apply to business or legal developments relating to the issue of climate change.

12/29/2009 - SEC Amends Disclosure Rules for Executive Compensation and Corporate Governance
The U.S. Securities and Exchange Commission (SEC) recently adopted amendments to its rules affecting disclosure of executive compensation and corporate governance matters. This alert summarizes the key changes.

08/07/2009 - SEC Proposes Rule Amendments to Executive Compensation and Corporate Governance Disclosure
On July 10, 2009, the U.S. Securities and Exchange Commission (the “SEC”) proposed a series of amendments to its executive compensation and corporate governance disclosure rules in Regulation S-K. See Release Nos. 33-9052, 34-60280, and IC-28817. Comments on the proposed rules are due September 15, 2009. If the proposed amendments are adopted, the SEC anticipates that they will be effective for the 2010 proxy season.

02/01/2008 - Preparing for the New E-Proxy Rules
Dallas Bar Association, February 2008

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SEC Directs National Exchanges to Adopt Listing Standards for Compensation Committees and Compensation Advisers and Updates Compensation Consultant Disclosure Requirements

Casey S. Cohn

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