Securities Law Blog https://www.olshanlaw.com/Securities-Law-Blog/2020/ Mon, 14 Sep 2026 20:22:34 -0400 Delaware Chancery Court Provides Important Guidance on COVID-19’s Impact on a Buyer’s Obligation to Close: https://www.olshanlaw.com/Securities-Law-Blog/delaware-chancery-court-provides-important-guidance-on delaware-chancery-court-provides-important-guidance-on Thu, 17 Dec 2020 09:00:01 -0500 Seller’s COVID-related actions breached an “ordinary course” covenant, even though the COVID-19 pandemic did not give rise to a “material adverse effect.”

Authored by Michael R. Neidell and Zachary E. Freedman, Law Clerk

]]> New York State Updates State Securities Regulations https://www.olshanlaw.com/Securities-Law-Blog/new-york-state-updates-state-securities-regulations John A. Corrado, Kenneth A. Schlesinger, Jason S. Saltsberg new-york-state-updates-state-securities-regulations Tue, 08 Dec 2020 09:00:02 -0500 New Rules Modernize Securities Filings and Eliminate Pre-Offer Filing Requirements, Now Consistent with Federally Set Timelines

]]> Nasdaq Proposes New Listing Rules Related to Board Diversity https://www.olshanlaw.com/Securities-Law-Blog/nasdaq-proposes-new-listing-rules-related-to nasdaq-proposes-new-listing-rules-related-to Fri, 04 Dec 2020 09:00:03 -0500 On December 1, 2020, Nasdaq filed Proposed Rule 5605(f) with the U.S. Securities and Exchange Commission (“SEC”) to adopt new listing rules related to board diversity. If approved by the SEC, Proposed Rule 5605(f) would require all companies listed on Nasdaq’s U.S. exchange to publicly disclose their diversity statistics regarding their board of directors. Proposed Rule 5605(f) would also require all Nasdaq-listed companies to include a minimum number of individuals on their board of directors who self-identify in one or more of the following “Diverse” categories: female, underrepresented minority or LGBTQ+.

]]> SEC Adopts Amendments to Permit the Use of Electronic Signatures for SEC Filings https://www.olshanlaw.com/Securities-Law-Blog/sec-adopts-amendments-to-permit-the-use sec-adopts-amendments-to-permit-the-use Tue, 24 Nov 2020 09:00:04 -0500 Authored by Kenneth M. Silverman; Zachary E. Freedman, Law Clerk

]]> The SEC Rebuilds the Integration Principles Guiding Concurrent Private and Public Offerings of Securities https://www.olshanlaw.com/Securities-Law-Blog/the-sec-rebuilds-the-integration-principles-guiding Spencer G. Feldman the-sec-rebuilds-the-integration-principles-guiding Mon, 23 Nov 2020 09:00:05 -0500 The SEC’s new release amends the rules governing “integration” permitting private placements and registered public offerings to occur shortly before, after or at the same time with each other. The amendments replace the SEC’s prior five-factor test with practical updates for today’s markets that particularly benefit smaller publicly traded companies.

]]> The SEC Proposes a Safe Harbor for Permissible Capital-Raising Activities by Unregistered Finders https://www.olshanlaw.com/Securities-Law-Blog/the-sec-proposes-a-safe-harbor-for Spencer G. Feldman the-sec-proposes-a-safe-harbor-for Mon, 19 Oct 2020 09:00:06 -0400 Recognizing the longstanding need for a new approach to the regulation of finders who help smaller businesses raise early stage capital, the SEC has published a notice of a proposed exemptive order and request for comment to formalize the regulatory status of unregistered finders. The proposed finders exemption from broker-dealer registration would facilitate a role for unregistered finders in the capital-raising process and clarify the circumstances under which issuers can legally compensate finders who comply with specified conditions. The author’s thoughts on the proposed finders exemption follow a summary of the rule proposal.

]]> SEC Issues 100th Whistleblower Award Just Days after Adopting Amendments to Whistleblower Program https://www.olshanlaw.com/Securities-Law-Blog/sec-issues-100th-whistleblower-award-just-days Jason S. Saltsberg sec-issues-100th-whistleblower-award-just-days Wed, 30 Sep 2020 09:00:07 -0400 The New Rules are Designed to Add Clarity, Efficiency and Transparency to the SEC’s Already Successful Whistleblower Award Program

]]> SEC Reduces Registration Filing Fee Beginning in October 2020 https://www.olshanlaw.com/Securities-Law-Blog/sec-reduces-registration-filing-fee-beginning-in Spencer G. Feldman sec-reduces-registration-filing-fee-beginning-in Tue, 08 Sep 2020 09:00:08 -0400 Public companies and first-time issuers will pay about 16% less to register their securities with the SEC starting next month.

]]> The SEC Amends Regulation S-K Disclosure Rules to Empower Companies to Determine What and How Much Disclosure is Appropriate for Shareholders and Investors https://www.olshanlaw.com/Securities-Law-Blog/the-sec-amends-regulation-s-k-disclosure Spencer G. Feldman the-sec-amends-regulation-s-k-disclosure Mon, 31 Aug 2020 09:00:09 -0400 On August 26, 2020, the SEC adopted amendments to its business, legal proceedings and risk factors disclosure rules. All public companies, particularly smaller ones, can benefit from the SEC’s continuing commitment to a principles-based and company-specific approach to disclosure in registration statements, periodic reports and certain proxy statements filed with the SEC.   

]]> Negotiating Loan Documents for Borrowers – Part VI https://www.olshanlaw.com/Securities-Law-Blog/negotiating-loan-documents-for-borrowers-part-vi Jason S. Saltsberg negotiating-loan-documents-for-borrowers-part-vi Fri, 10 Jul 2020 09:00:10 -0400 Understanding Events of Default

]]>