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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.

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 ›

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 ›