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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.

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

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. Read More ›

Understanding Spotify’s Direct Listing on the NYSE

Spotify uses alternative method to “go public,” forgoing the traditional initial public offering process. Read More ›

Disclosing Cybersecurity Risks and Incidents and Concomitant Financial, Legal and Reputational Consequences

On February 21, 2018, the SEC published interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents.  Below is a summary outlining this new disclosure category which impacts all public companies, regardless of their size, and applies to all prospectuses and periodic reports filed with the SEC. Read More ›

SEC Commissioner Lends Historical Perspective to Perpetual Dual-Class Stock Debate Suggesting it Leads to Corporate Royalty

Commissioner Jackson acknowledges that dual-class stock may benefit investors early in a company’s life cycle, but expresses concern that such benefit over time is both un-American and hurts a company’s trading value. Read More ›

Intel Corp. CEO’s Stock Sales May Draw SEC Examination

Rule 10b5-1 plans do not preclude questions about insider trading if entered into or amended improperly. Read More ›

SEC Staff Provides Guidance on Reporting Impact on Deferred Tax Assets under New Tax Cuts and Jobs Act

New staff interpretative guidance clarifies for publicly traded companies and their auditors and legal and tax advisors the applicability of reporting the impact of a change in tax rates on deferred tax assets under Item 2.06 of Form 8-K. Read More ›

Reporting Sexual Misconduct Allegations May Not Be Ready for SEC Disclosure Yet But Should Be Part of the Conversation

Public companies need to be proactive and forward-thinking on their disclosure obligations when confronted with internal investigative findings that a director, executive officer or key employee engaged in sexual misconduct. Read More ›

SEC Recoveries from Whistleblower Tips about Securities Law Violations Top $1 Billion

On November 30, 2017, the SEC announced that it awarded more than $16 million to a pair of whistleblowers reporting securities law violations by a public company, ranking it among the ten largest awards since the inception of the whistleblower program.  With this case, SEC enforcement actions triggered by whistleblowers have now resulted in more than $1 billion in financial remedies ordered against wrongdoers. Read More ›

Institutional Shareholder Services Releases Voting Policy Updates for 2018

On November 16, 2017, Institutional Shareholder Services released updates for its Global Benchmark Proxy Voting Guidelines that will take effect for shareholders meetings held on or after February 1, 2018.

Institutional Shareholder Services ("ISS") recently released updates for its Global Benchmark Proxy Voting Guidelines that take into account the results of ISS’ Global Policy Survey, which we covered in our previous blog post on September 26, 2017, as well as its examination of relevant research, studies and commentary and various policy roundtables and group discussions held by ISS. This post focuses on ISS’ main updates to its policies for the United States relating to its recommendations on director elections and shareholder proposals. Read More ›