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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.

Showing 6 posts in Board of Directors.

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 Takes Initial Step to Require “Universal” Proxy Ballots in Contested Elections

On October 26, 2016, the Commissioners of the Securities and Exchange Commission voted 2-1 to propose to require universal proxy ballots in contested elections. Proponents of universal proxies believe that the current federal proxy regime makes it too difficult for shareholders to mix and match their votes among all candidates, thereby disenfranchising shareholders and undermining corporate governance in the United States.  Universal proxies would include all management and dissident nominees on one proxy card from which shareholders would vote.  Under the current rules and proxy voting mechanics, a shareholder who desires to split votes generally must attend the shareholders meeting and vote by ballot.  Read More ›

Stock Ownership Guidelines Are Making Their Way Down To Small-And Micro-Cap Issuers

Boards of directors of small- and micro-cap issuers should consider adopting stock ownership guidelines to align the interests of its directors with the interests of stockholders and further promote the company’s commitment to sound corporate governance. Read More ›

SEC Plans to Require Companies to Provide More Detailed Information about Board Diversity

SEC Chair White reports that SEC is preparing a proposal to require more meaningful diversity disclosure. Read More ›

Nasdaq Proposes New Independence Rule for Directors Receiving Third Party Payments for Board Service

Nasdaq is now conducting a survey among market participants for a new rule that could prohibit directors receiving third party payments from being considered independent. Read More ›

Will the SEC Require Companies to Provide More Details about Board Diversity?

SEC assessing adequacy of current disclosure rules. Read More ›