Securities Law Blog

SEC Adopts Rules Opening the Door for Public Companies to Use Regulation A for Their Securities Offerings

Spencer G. Feldman — Wed, 26 Dec 2018 09:00:01 -0500

Regulation A would be a logical choice for smaller, non-exchange traded public companies, particularly for broadly disseminated public offerings of their shares to “uplist” to Nasdaq and for subscription rights offerings to their shareholders.

The SEC's Small-Cap Acquisition Anomaly

Spencer G. Feldman — Wed, 07 Nov 2018 09:00:02 -0500

Smaller publicly-traded companies that do not meet the public float requirements for Form S-4 incorporation by reference face an expensive and time-consuming public M&A process; the SEC’s focus on capital formation by smaller public companies should not overshadow efforts to aid in their future growth through acquisitions.

NYSE Submits New Proposal to Ease Rules on Blank Check Companies

Jason S. Saltsberg — Wed, 17 Oct 2018 09:00:03 -0400

Following withdrawal of its prior proposal to the SEC, the NYSE again seeks to ease certain listing standards for SPACs, which have seen a resurgence in recent years.

Airbnb Proposes Unique New Class of Sharing Economy Participant to Be Eligible for SEC Rule 701’s Registration Exemption

Spencer G. Feldman — Tue, 09 Oct 2018 09:00:04 -0400

Acknowledging that there are substantial, but non-traditional relationships between workers and their 21^st century companies, Airbnb makes its case to broaden the exemption from registration that allows private companies to issue compensatory equity to employees to also extend to contractors such as hosts on its network.

U.S. Rep. Hensarling Says Aging Regulations Are Suffocating Startups and IPOs: It's Time to Breathe New Life Into Markets With JOBS Act 3.0

Spencer G. Feldman — Tue, 17 Jul 2018 09:00:05 -0400

Rep. Jeb Hensarling’s op-ed in The Wall Street Journal highlights five key capital formation bills that are now being considered to build a steady stream of small businesses for strong long-term economic growth and to restore U.S. competitiveness.

SEC Broadens “Smaller Reporting Company” Qualification Thresholds To Include Companies With Less Than $250 Million in Public Common Equity Float

Spencer G. Feldman — Tue, 10 Jul 2018 09:00:06 -0400

To promote capital formation by reducing compliance costs for smaller public companies, the SEC expands the pool of registrants that can take advantage of the scaled disclosure accommodations under SEC regulations.

NYSE and Nasdaq Pull Proposals to Ease Rules on Blank Check Companies

Jason S. Saltsberg — Fri, 06 Jul 2018 09:00:07 -0400

Despite the withdrawal of their proposals to the SEC, the Exchanges continue to see healthy gains by SPACs and their sponsors.

Perceptions on the Role of Underwriting Fees in Accessing Public Markets

Spencer G. Feldman — Wed, 20 Jun 2018 09:00:08 -0400

There is a continuing debate about contributing factors to a declining IPO market with some pointing to the high level of IPO costs, particularly underwriting fees. Narrative disclosure of these costs may serve to make issuers more aware of those costs (as compared to those of alternative capital formation strategies) and may lead to calibrating those levels more closely in relation to the costs of taking a company public.

Public Benefit Corporations and Certified B Corporations: Adding Transparency into a Corporation’s Ideological View on its Role in Society

Spencer G. Feldman — Fri, 04 May 2018 09:00:09 -0400

Younger companies increasingly seek clarity into their corporate social responsibilities by adopting a public benefit corporation structure and opting to be designated as a certified B corporation.

The Now Famous “He Didn’t Sign It” Defense Should Not Undercut Valid Powers of Attorney in Registration Statements

Spencer G. Feldman — Mon, 09 Apr 2018 09:00:10 -0400

Corporate officers and directors are deemed to have signed a registration statement in reliance upon valid powers of attorney, but there may be a new concern.