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Securities Law Blog

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.

Discussing Strategic Spin-offs and Rights Offerings to Existing Shareholders

Special situations such as spin-offs and rights offerings offer alternative and potentially “cleaner” paths for micro- and small-cap issuers to become independent publicly traded companies. Read More ›

A Logical Opportunity: Spotify Preparing to Go Public through a Direct Listing

Spotify and similar subscription-driven publishers have unique business advantages that make a direct listing potentially as attractive as a traditional IPO – a large customer base of potential investors and knowledge of direct response digital marketing techniques. Read More ›

SEC Comes Down Hard on Misleading Issuer-Paid Research Reports Giving the Impression of Professional Impartiality

In compliance with Section 17(b) of the Securities Act of 1933, any and all compensation received from a specific company must be publicly stated in all research reports and other correspondence, with the amount and paying party disclosed. Read More ›

Emerging Growth Companies Take Center Stage as SEC Increases Qualifying Revenue Threshold to Up to $1.07 Billion

The SEC’s final rules effectuate inflation adjustments required under the JOBS Act and make other helpful technical rule and form amendments. Read More ›

Greenlight Pushes General Motors into Small-Cap Realm of Legal Issues with Proposal to Split GM’s Common Stock into Two Separate Classes

Greenlight’s proposal - rejected by GM – argues for a dual-class common stock structure at GM consisting of dividend shares and capital appreciation shares to appeal to different investors in order to invigorate demand for the company’s shares. Read More ›

Bring Business to Texas and Fairness in Disclosure Act

Texas’ proposed “Bring Business to Texas and Fairness in Disclosure Act” would require certain investors and proxy advisory firms to comply with new disclosure requirements when dealing with publicly traded Texas-based companies. Read More ›

SEC to Vote on Two-Day Trade Settlement

Proposed Amendment Shortens Settlement from Three to Two Business Days Read More ›

SEC to Hold Investor Advisory Committee Meeting on Thursday, March 9

The public meeting will be live streamed on the SEC website and agenda includes the current hot topic of unequal voting rights of shares. Read More ›

Six Questions to Determine Whether You Are Ready for a Subscription Rights Offering

Rights offerings have evolved into a transformative corporate transaction providing an opportunity to raise capital from existing shareholders first, then from the general public, via a streamlined registration on Form S-1 or shelf takedown with a built-in best efforts standby underwriting for outside investors. Read More ›

Corporate Clients Deserve More than the “Standard” Terms Explanation from their Lawyers

The Snap founders’ overwhelming and much talked-about control of the company appears to be a reaction to onerous venture capital investment terms that they did not understand and diluted their power and were simply called “standard” by their lawyers. Read More ›