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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 SEC Is Increasingly Eliciting Risk Factor Disclosure Describing Cybersecurity Risks and Past Cyber Attacks from All Public Companies

If your company’s databases “may be” subject to unauthorized access, the SEC is likely to remind you of your disclosure obligations relating to cybersecurity risks and cyber breaches, including their costs and associated consequences. Read More ›

Utilizing Social Media in Proxy Contests: Considerations for the Upcoming Proxy Season

As shareholder activists fine-tune their communications strategies for the upcoming proxy season, we expect that many will view social media as an increasingly important means of getting their message out to shareholders. Although a number of prominent investors have used certain forms of social media for years (e.g., Carl Icahn’s use of Twitter), we have only recently seen investors begin to engage with multiple social media platforms as part of a comprehensive digital and social media strategy for their campaigns. Noted examples include Elliott Management’s successful campaign at Arconic and
Pershing Square’s ongoing election contest at Automatic Data Processing.

This blog post lays out the important legal issues and other information that investors should consider when evaluating whether and how to use social media in their upcoming campaigns. Read More ›

SEC Proposes Eliminating Formal Confidential Treatment Process for Material Contract Exhibits, Favoring Normal Staff Review of Already Redacted Contracts

The SEC’s FAST Act Modernization and Simplification of Regulation S-K release would leave the decision about omission of proprietary information in an SEC filing to the registrant, without filing a confidential treatment request.  This accommodation is not without potential issues. Read More ›

SEC Proposes Amendments to Modernize and Simplify Regulation S-K Disclosure Requirements

First open meeting under Chair Clayton includes unanimous approval of proposed revisions to SEC disclosure rules and forms Read More ›

The Wall Street Journal’s Streetwise Columnist Explores Reinventing the Traditional IPO Process by Combining Aspects of the SPAC Model to Address Drawbacks Feared by Tech Unicorns

In an exceptionally thoughtful column using the recent Social Capital Hedosophia SPAC IPO as his test case, author James Mackintosh suggests it's time to fix IPOs with smarter lock-ups, an auction process variant for price setting and more say by issuers over who gets stock. Read More ›

Time to Get Ready for Pay Ratio Disclosure

SEC issues guidance on “pay ratio” rules compliance. Read More ›

Institutional Shareholder Services Announces Results of its 2017-2018 Global Policy Survey Covering Governance Issues Relevant to Shareholder Activism

On September 25, 2017, Institutional Shareholder Services (“ISS”) issued the results of its survey for its 2017-2018 policy cycle. The survey, which is an important part of ISS’ yearly global benchmark policy formation process, covers five “select high-profile governance” topics, three of which we believe are particularly relevant to shareholder activism and are summarized in this blog post. Read More ›

SEC Sets Increased Registration Filing Fee Beginning in October 2017

Public companies and first-time issuers will pay 7.4% more to register their securities with the SEC starting next month. Read More ›

Practice Pointers for Better Disclosure of Director and Executive Officer Professional Biographies in SEC Filings

This post first appeared in Securities Regulation Daily, a Wolters Kluwer publication, on August 29, 2017.

Item 401 of Regulation S-K requires that companies disclose the business experience of its directors, officers, nominees and significant employees in order for investors and stockholders to evaluate the management of a public company Read More ›

SEC’s Division of Economic and Risk Analysis Publishes Massive Data-Driven Report on Securities Offerings Over the Past Decade

This blog post highlights what we believe are the 20 most interesting statistics in the DERA’s report on registered initial public offerings and secondary equity offerings, and exempt Regulation D, Regulation A and Crowdfunding offerings. Read More ›