Securities Law Blog

As ill-fated mergers unravel, divestitures and spins-offs can create market opportunity and shareholder value. However, if not carried out effectively to navigate legal, tax, and other complexities, such transactions can lead to further value destruction. In a Bloomberg Law article entitled “Weighing Risk and Reward When Considering Mega Merger Breakups,” Mitchell Raab, Chair, and Kenneth Silverman, Partner, in Olshan’s Corporate/Securities Law Practice Group, weigh in on the key considerations businesses must take when eyeing a breakup.

Corporate partner Kenneth Silverman and litigation partner Kerrin Klein published an article in the Securities Regulation Law Journal, Fall 2025 ed. entitled “Quarterly Survey of SEC Rulemaking and Major Court Decisions.” The article reviews the SEC’s rulemaking activities and court decisions relating to federal securities laws from April 1, 2025 through June 30, 2025. "This quarter," the authors write, "the SEC proposed no new rules, approved 19 final rules and issued one concept release. The final rules released this quarter generally withdrew previously proposed rules, provided technical changes to previously approved rules and the extension of compliance dates for other previously approved rules. The SEC published its concept release to solicit input regarding the definition of a foreign private issuer to determine future amendments.”

Olshan reruns its post on removing a registration statement’s “delaying amendment” from the 2018-2019 shutdown.

As reported in The Wall Street Journal last week ^[1], President Trump stated that publicly traded companies should no longer be required to report their earnings on a quarterly basis. Instead, he argued, companies should report their earnings every six months. On Truth Social, President Trump wrote, “This will save money, and allow managers to focus on properly running their companies.” In an interview on CNBC’s Squawk Box on Friday, September 19, 2025, SEC Chairman Paul S. Atkins, who has been clear about his interest in reducing regulation, said the SEC will propose a rule change following President Trump’s call to switch quarterly reports to an optional semiannual standard.

Corporate partner Kenneth Silverman and litigation partner Kerrin Klein published an article in the Securities Regulation Law Journal, Summer 2025 ed. entitled “Quarterly Survey of SEC Rulemaking and Major Court Decisions.” The article reviews the SEC’s rulemaking activities and court decisions relating to federal securities laws from January 1, 2025 through March 31, 2025. "This quarter," the authors write, "the SEC proposed no new rules and approved seven final rules. The final rules released this quarter generally provided technical changes to previously approved rules and the extension of compliance dates for other previously approved rules in order to give market participants time to properly implement necessary policies and procedures without risking unintended consequences for the market at large."

The Wall Street Journal’s Saturday/Sunday, August 2-3, 2025 article, “Software IPO Left $3 Billion on Table” brought back the old debate about money being “left on the table” by issuers and investment bankers who underprice shares sold in an issuer’s IPO. The Wall Street Journal wrote, “Figma and selling shareholders raised $1.2 billion in the IPO. They could have pocketed much more had the initial shares, priced at $33 apiece, been priced higher.” It noted that Figma‘s shares jumped 250% in its first day of trading on July 31 to $115.50 per share, suggesting that its sale of about 37 million shares in the IPO could have been $3.0 billion more. At the close on August 1, 2025, the stock continued to rally to $122 per share, before declining by a third to settle at $88.60 on August 4, 2025. 

Corporate partner Kenneth Silverman and litigation partner Kerrin Klein published an article in the Securities Regulation Law Journal, Spring 2025 ed. entitled “Quarterly Survey of SEC Rulemaking and Major Court Decisions.” The article reviews the SEC’s rulemaking activities and other decisions relating to federal securities laws from October 1, 2024 through December 31, 2024. "This quarter," the authors write, "the SEC proposed no new rules and approved seven final rules. The final rules released this quarter endeavor to insulate market participants from the risks of the U.S securities market and protect the assets of investors who use broker-dealers."

Earlier this month, the SEC’s Division of Corporation Finance announced it had expanded its policies to better accommodate public issuers seeking to raise capital and go-to-market faster.

Corporate partner Kenneth Silverman and litigation partner Kerrin Klein published an article in the Securities Regulation Law Journal, Winter 2024 ed. entitled “Quarterly Survey of SEC Rulemaking and Major Court Decisions.” The article reviews the SEC’s rulemaking activities and other decisions relating to federal securities laws from July 1, 2024 through September 30, 2024. "This quarter," the authors write, "the SEC proposed one new rule and approved seven final rules. The final and proposed rules released this quarter continue the SEC’s trend of increasing the scope and transparency of information available to investors."

Earlier this month, the Securities and Exchange Commission (SEC) settled charges against a public company for failing to disclose in its annual proxy statements the full extent of the executive compensation paid to its Chief Executive Officer.

According to the SEC’s order, the company failed to disclose approximately $1,000,000 worth of perquisites and other personal benefits provided to its Chief Executive Officer, including expenses associated with his authorized use of chartered aircraft for personal purposes. As a result, the company significantly understated the ...