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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.

Practice Pointer for OTC Quoted Companies: The SEC Wants to Know Why You Don’t Meet NYSE/Nasdaq Corporate Governance Standards

The SEC staff frequently comments during its review process about the lack of an established corporate governance structure, such as board member independence and board committee composition, by OTC quoted issuers, even if not required by SEC and national securities exchange rules. Read More ›

SEC Disclosure of the Future: Summary Disclosure Documents with Hyperlinks to the Details

Former SEC Chairman Harvey L. Pitt takes a guess that one day we may see five to six pages-long summary disclosure documents with hyperlinks to the detailed information of issuers in previously filed periodic reports. Read More ›

Are SAFEs a Safe Investment for Everyone?

Originally targeted toward venture capitalists, SAFEs are increasingly being sold to retail investors through crowdfunding offerings. Read More ›

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 ›