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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.

Finding Your Post-COVID Principal Executive Offices

The SEC has recently permitted public companies with remote-first operations to circumvent the requirement that they report an address and phone number for their principal executive offices on the cover page of their Form S-1 registration statements. Is this a reflection of the “new normal” and, if so, has the SEC answered through these filings the fundamental question whether there is any longer a purpose for disclosing the location of a registrant’s principal executive offices? Read More ›

The SEC Reminds Public Companies that All Filings Must Be Truthful and Complete, Even Form NTs to Extend a Periodic Report Deadline for a Few Days

Attacking information asymmetry between management and shareholders, the SEC charged eight companies for failing to disclose in Form 12b-25 filings that their reason for seeking a delayed annual or quarterly report was an anticipated restatement or correction of prior financial reporting. Public companies should be reminded that all filings – even arguably minor ones like Form NT – must be truthful and complete. Read More ›

SEC Announces That It Will Aggressively Scrutinize Issuer’s Climate Change Disclosure

Issuers Need to be Prepared to Provide More Accurate and Consistent Disclosures of the Material Risks Associated with Climate Change Read More ›

Delaware Chancery Court Provides Important Guidance on COVID-19’s Impact on a Buyer’s Obligation to Close:

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 Mark A. Limardo, Michael R. Neidell and Zachary E. Freedman, Law Clerk Read More ›

New York State Updates State Securities Regulations

New Rules Modernize Securities Filings and Eliminate Pre-Offer Filing Requirements, Now Consistent with Federally Set Timelines Read More ›

Nasdaq Proposes New Listing Rules Related to Board Diversity

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+. Read More ›

The SEC Rebuilds the Integration Principles Guiding Concurrent Private and Public Offerings of Securities

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. Read More ›

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