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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.

The Struggle to Disclose an Issuer’s Intended Uses of Proceeds in Registered Public Offerings

Investors need to understand the purposes for which an issuer’s net proceeds from a public offering are intended to be used. However, it appears lately that many issuers are routinely providing little specificity with regard to the allocation of their proposed net proceeds. Perhaps some issuers believe that the specific information required pursuant to Item 504 of Regulation S-K forces them to publicly reveal business plans that might put them at a competitive disadvantage. Even so, whether or not an issuer has a specific plan for its offering proceeds in place, there are many instances requiring special Use of Proceeds disclosure that an issuer may overlook. Read More ›

Kudos to the 2021 SEC Office of the Advocate for Small Business Capital Formation

On December 9, 2021, the SEC Office of the Advocate for Small Business Capital Formation released its 2021 annual report condensing a treasure trove of data related to exempt and registered offerings by small businesses for the period July 1, 2020 to June 30, 2021 and providing related policy recommendations to support such businesses. Read More ›

More than 2,000 Publicly Traded Companies Shifted to OTC’s Expert Market as Amended Rule 15c2-11 Goes into Effect

The SEC and OTC Markets Group follow through on prohibiting brokerage firms from quoting prices for OTC stocks for which brokers don’t have current, and thus reliable, financial information. Shareholders and investors of more than 2,000 publicly traded OTC Pink No Information companies (about 16% of all OTC companies and 18% of all OTC Pink companies) will now find it more difficult to buy and sell those stocks on the Expert Market. Read More ›

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 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 ›

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