Subscribe

RSSAdd blog to your RSS reader

All Topics

Contact Us

(212) 451-2300
www.olshanlaw.com

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 Proxy statement.

Practice Pointers for Better Disclosure of Director and Executive Officer Professional Biographies in SEC Filings

This post first appeared in Securities Regulation Daily, a Wolters Kluwer publication, on August 29, 2017.

Item 401 of Regulation S-K requires that companies disclose the business experience of its directors, officers, nominees and significant employees in order for investors and stockholders to evaluate the management of a public company Read More ›

Five Tips for Planning for the 2017 Proxy Season

Important considerations for the upcoming proxy season. Read More ›

Reminders for your Annual Report and Proxy Statement: The 21-Point “Anti-Disclosure List”

Smaller reporting companies and emerging growth companies can save time and money knowing which sections of their Form 10-K and annual proxy statement can be omitted under SEC rules. Read More ›

SEC Issues Guidance Limiting Exclusion of Shareholder Proposals

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). Read More ›

SEC Issues New Proxy Rule Guidance in M&A Context

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. Read More ›

SEC Adopts CEO Pay Ratio Rule

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. Read More ›