The Securities Law Blog provides commentary and news on the latest securities law developments impacting established and emerging growth publicly-traded issuers and investment banks, as well as entrepreneurs and venture-backed private entities. Our blog closely follows SEC rulemaking in several key areas including public and private securities offerings, shareholder activism and equity investment, and mergers & acquisitions.
The authors of this blog are members of the Corporate/Securities practice of Olshan Frome Wolosky LLP. Since our founding, this firm has been distinguished by responsive, independent and client-focused legal services provided by lawyers with a profound commitment to the companies they serve. This blog is an outgrowth of this representation of our clients in a wide range of capital market transactions.
This post discusses the SEC’s approval of two interim final rules mandated by the capital markets aspects of the Fixing America’s Surface Transportation Act, signed into law on December 4, 2015. These rules address the timing and cost challenges faced by smaller publicly traded companies and are designed to ease disclosure requirements in connection with IPOs of emerging growth companies and certain registration statements filed by smaller reporting companies.
Proposed Rule 147 amendments would establish a new Securities Act exemption for intrastate offerings of securities by companies doing business in-state, including offerings relying upon newly adopted and proposed crowdfunding provisions of state securities laws.
This blog post discusses recent SEC guidance that will adversely impact the ability of reporting companies to exclude shareholder proposals from their proxy materials. The bulletin issued by the SEC significantly narrows the "conflicting proposals" exclusion under
Rule 14a-8(i)(9) and confirms the SEC's historical interpretation of the "ordinary business" exclusion under Rule 14a-8(i)(7).
This post discusses recent SEC guidance regarding matters that must be submitted as a separate proposal to be voted on by shareholders of a target company seeking approval of a merger or acquisition. The SEC concludes that, in acquisitions where the target company shareholders are receiving stock of the acquiror, target shareholders, in addition to voting on the merger itself, must also separately approve any material amendments to the acquiror’s organizational documents that would substantively affect their rights as shareholders of the acquiror.
The SEC recently adopted a controversial new rule that requires a public company to disclose the ratio of the compensation of its chief executive officer to the median compensation of its employees.