Add blog to your RSS reader
Get blog updates by emailPopular Topics
All Topics
- "Gun Jumping"
- "Test-the-Waters" communications
- 2016 SEC Agenda
- Accelerated Filer
- Accelerated filers
- Access to Capital and Market Liquidity Report
- Accounting
- Accredited investor
- Advance Notice Bylaws
- Airbnb
- Alternative Trading Systems
- Annual meeting
- Annual reports
- ASC Topic 740
- Asset Management
- ATS
- Auction IPOs
- Audit committee
- Auditor attestation
- BlackRock
- Blank-check companies
- Blockchain
- Board committees
- Board Diversity
- Board independence
- Board of Directors
- Boilerplate
- Boilerplate in securities documents
- Broker-dealer
- Broker-dealer registration
- Calculation of Registration Fee
- California
- capital markets
- Capital raising
- CEO letters
- Certified B corporation
- Chair Mary Jo White
- Chairman’s letters
- Chairperson’s letters
- Climate Change
- coal companies
- coal company IPOs
- coal miners
- coal mining
- Columbia Law School
- Compensatory offerings
- Compensatory sales
- Compensatory securities
- Compensatory securities offerings and sales
- Compliance and Disclosure Interpretation 110.02
- conference
- Confidential filings
- Confidential information
- Confidential treatment
- Confidentiality agreements
- Corporate Governance
- Corporate Law
- Corporate social responsibility
- Corporate social responsibility: CSR
- Corporate Stock-Givaway Program
- Crowdfunding
- CSR
- Cyber breach
- cyber incident
- Cyber risk
- Cyber-attack
- cybersecurity
- DAO
- December 31 Fiscal year end
- Decimalization
- Definition of a Security
- Delaware corporate law
- Delaware Law
- Delaying amendment
- Description of Business
- Designer stock
- Digital Advertising
- Digital securities
- Direct listings
- Direct marketing programs
- Direct response marketing
- Director Nominees
- Director Questionnaire
- Directors
- Disclosure
- Disclosure and Reporting
- Disclosure Effectiveness Initiative
- Disclosure Obligations
- Disclosure Regime
- Disclosure regulation
- Disclosure Requirements
- Disclosure Rules
- Disclosure simplification
- Disclosure updates and simplification release
- Dodd Frank
- Dodd-Frank Act
- Domino's Piece of the Pie Rewards
- Domino's Pizza
- Donald Trump
- Dual Class Shares
- Dual-class Capitalization
- Dual-Class Common Stock
- Dual-class shareholder voting
- Economic Growth, Regulatory Relief, and Consumer Protection Act
- EGC
- Emerging growth companies
- Emerging Growth Company
- environment, social and governance
- Equity Market Structure
- ESG
- Exchange Act
- Exchange Act Rule 12b-2
- Exchange listing
- Exchanges
- executive compensation
- Exempt offerings
- Exempt securities offerings
- Exhibits to Registration Statement
- FAST Act
- Fictitious regulators
- Filing review comments
- Financial statements
- Financing Alternatives
- First-day pop
- Form 10-K
- Form 10-Q
- Form D
- Form S-1
- Form S-3
- Form S-4
- Founder’s letters
- Fraudulent activities
- Free Stock
- Free Stock Offerings
- General Motors Co.
- Glass Lewis
- Golden Leashes
- Greenlight Capital, Inc.
- Hart-Scott-Rodino
- HSR Act
- Impersonators of genuine firms
- Incorporation by reference
- Indications of Interest
- Influencer Marketing
- Information asymmetry
- Initial coin offering
- Initial listing requirements
- Initial public offerings
- Insider Trading
- Interest rate system
- Interest rates
- Intrastate offerings
- Investment banking
- Investor Advisory Committee
- Investor Alert
- IPO
- IPO disclosure
- IPO drawbacks
- IPO pricing
- IPOs
- ISS
- Item 101
- Item 103
- Item 103 of Regulation S-K
- Item 105
- Item 401 of Regulation S-K
- Item 501(b)(7)
- Item 601(b)(24) of Regulation S-K
- James Mackintosh
- JOBS Act
- Ken Langone
- Large Accelerated Filer
- Larry Fink’s 2019 letter to CEOs
- Legal proceedings
- LIBOR
- Loan Agreements
- Loan transactions
- Loans
- Loyalty Programs
- Lyft, Inc.
- Management
- Management; Executive officers and directors
- Mark Cuban
- Material contract exhibits
- Material nonpublic information
- Mergers & Acquisitions
- Modernization
- Multi-Class Shares
- NASDAQ
- Nasdaq Independence Rules
- Nasdaq Listing Rules
- Nomination Letter
- Non-accelerated Filer
- Non-GAAP Financial Measures
- NYSE
- Offering fees
- Offering statement on Form 1-A
- Offering statement on Form C
- OTC
- OTC Market Group
- OTC Pink
- OTC quoted companies
- OTCQB
- Paid-for Research
- Pay Ratio Disclosure
- Pay Ratio Rule
- Perpetual dual-class stock
- Power of Attorney
- Prescriptive-based disclosure
- Primary issuances
- Principal Executive Offices
- Principles-based disclosure
- Private Equity
- Prof. John C. Coffee, Jr.
- Prospectuses
- proxy advisory firms
- Proxy Contests
- Proxy fights
- Proxy materials
- Proxy statement
- Proxy voting
- Public benefit corporation
- Public Companies
- Public company acquisitions
- Public Float
- Public M&A
- Public offerings
- Purpose & Profit
- Purpose of the corporation
- Reference interest rates
- Registered offerings
- Registration Filing Fee
- Registration statement
- Registration statements
- Regulation A activity
- Regulation Crowdfunding
- Regulation D
- Regulation FD
- Regulation S-K
- Regulation S-K Item 10(f)(1)
- Regulatory Entrepreneurship
- Reporting Category
- resource extraction antigraft rule
- restricted stock
- Reverse mergers
- Rights offerings
- Risk Factors
- Rule 10b-5
- Rule 10b5-1 plan
- Rule 14a-4
- Rule 163B under the Securities Act of 1933
- Rule 21F-17
- Rule 24b-2 under the Securities Exchange Act of 1934
- Rule 253(f)
- Rule 406 under the Securities Act of 1933
- Rule 473 under the Securities Act of 1933
- Rule 483 under the Securities Act of 1933
- Rule 506(c)
- Rule 701
- S&P Dow Jones
- SAFEs
- Sarbanes-Oxley Act §404(b)
- Say-on-Pay Frequency Vote
- SEC
- SEC approval of offerings
- SEC Comments
- SEC Commissioner Robert J. Jackson Jr.
- SEC disclosure
- SEC Division of Economics and Risk Analysis
- SEC Filing Deadlines
- SEC Filing Reviews
- SEC Form 10
- SEC Office of Investor Education and Advocacy
- SEC Release No. 33-10591
- SEC Report of Investigation
- SEC shutdown
- Section 11(a) of the Securities Act of 1933
- Section 8(a) of the Securities Act of 1933
- securities
- Securities & Exchange Commission
- Securities Act of 1933
- Securities Act Rule 257
- Securities Act Rule 405
- Securities Act Section 17(b)
- Securities Exchange Act
- Securities Exchange Act of 1934
- Securities litigation
- Securities offerings
- securities transactions
- Severance Agreements
- Sexual harassment
- Sexual misconduct
- Shareholder Activism
- shareholder activists
- Shareholder nominations
- Shareholder rights
- Shareholder voting
- Shareholder Voting Rights
- Signatures in Registration Statement
- Simple Agreement for Future Equity
- Small business
- Small-cap
- Small-cap Companies
- Small-cap Issuers
- Smaller reporting companies
- Smaller reporting company
- Snap IPO
- Social Capital Hedosophia
- Social Media
- SOFR
- SPAC
- SPAC's
- Special Purpose Acquisition Company
- Special situations
- Spin-offs
- Sponsorship
- Spotify
- SRC
- Staff Accounting Bulletin (SAB) No. 118
- Staleness date
- Startups
- State securities laws
- stock options
- Stock Ownership Guidelines
- Stock Promotion Schemes
- Strategic spin-offs
- Sunset provisions
- Sustainability
- Switch, Inc.
- T+2
- Targeted stocks
- Tax Cuts and Jobs Act
- Tech IPOs
- Tech M&A
- Tech unicorns
- The CLS Blue Sky Blog
- The Wall Street Journal
- Third Party Payments
- Tick Pilot
- Tick Size
- Tick Size Pilot Program
- Tick Sizes
- Token sales
- Tracking stocks
- Trade Settlement
- Trading
- trading platforms
- U.S. dollar LIBOR
- U.S. federal income tax reform
- Uber Technologies, Inc.
- Underwriting allocations
- Underwriting fees
- Undisclosed Fees
- Unequal Voting Rights
- Universal proxy ballots
- Unregistered offerings
- Unregistered Soliciting Entities
- Uplisting
- Use of boilerplate
- venture capital
- venture capital investors
- venture capital terms
- Venture exchanges
- Virtual currency
- voting control
- voting power
- Whistleblower Program
- Whistleblowers
- “Tandy” Representations
- “Testing the Waters”
Recent Posts
- Planning and Disclosing Indications of Interest for Participating in IPOs
- SEC Issues Guidance on Proxy Voting Responsibilities of Investment Advisers and Interpretation Regarding Applicability of Proxy Voting Rules to Proxy Advisory Firm Voting Recommendations
- The SEC Proposes a Philosophical Shift to Principles-Based Disclosure in Response to Increasingly Irrelevant, Outdated and Immaterial Information in Public Filings
- The SEC Encourages Public Company Borrowers to Address the Risks of LIBOR’s Phase-Out in Their Public Filings
- Delaware Court Rules That Overbroad Questionnaires “Went Too Far” in Decision to Enjoin Closed-End Funds From Invalidating Shareholder Nominations
- The SEC Looks for More Transparency in Influencer Marketing
- Eye-Opening Study on the Use of Boilerplate in IPO Prospectuses Highlights the Real Costs to Issuers and Investors
- The SEC Warns Prospective Investors to Beware of Claims that the SEC Has Approved a Securities Offering (Because It Hasn’t, Technically)
- The Personal Touch of Founder's Letters in IPO Prospectuses: A View Inside the Zeitgeist of Our Newest Public Companies
- The SEC Proposes to Extend the JOBS Act's "Testing the Waters" Provision to All Issuers, Regardless of Size, in All Types of Securities Offerings
Archives
- October 2019
- September 2019
- August 2019
- July 2019
- June 2019
- May 2019
- April 2019
- February 2019
- January 2019
- December 2018
Contact Us
(212) 451-2300
www.olshanlaw.com
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.
Showing 69 posts by Spencer G. Feldman.
Planning and Disclosing Indications of Interest for Participating in IPOs
This article was originally published by Bloomberg Law, October 2019. Read More ›
The SEC Proposes a Philosophical Shift to Principles-Based Disclosure in Response to Increasingly Irrelevant, Outdated and Immaterial Information in Public Filings
While the SEC favors a more flexible principles-based approach to disclosure of business descriptions and risk factors as determined by a company’s management, a lack of bright-line, quantitative rules to specify when disclosure is required may lead to second guessing by regulators, among others. Read More ›
The SEC Encourages Public Company Borrowers to Address the Risks of LIBOR’s Phase-Out in Their Public Filings
The SEC staff will be actively monitoring the extent to which public companies and other market participants are identifying and addressing risks associated with the expected discontinuation of LIBOR, a common system of interest rates for financial transactions, past 2021. Read More ›
The SEC Looks for More Transparency in Influencer Marketing
The SEC’s Office of Investor Education and Advocacy warns investors to be skeptical of endorsements from famous influencers marketing new investment opportunities. Read More ›
Eye-Opening Study on the Use of Boilerplate in IPO Prospectuses Highlights the Real Costs to Issuers and Investors
Prof. McClane’s extensive 20-year study of IPOs finds that, although boilerplate - as a substitute for specific disclosure and costly information gathering - may be an efficient (and perhaps strategically vague) means by which to make disclosure, efficiency comes at a high price to IPO issuers due to information-related costs such as underpricing and securities litigation. Read More ›
The SEC Warns Prospective Investors to Beware of Claims that the SEC Has Approved a Securities Offering (Because It Hasn’t, Technically)
Fraudsters may use SEC forms and filings to falsely claim SEC registration or that an offering was approved by the SEC. Don’t confuse that with the actual vetting by the SEC staff of disclosure during the review process and acceleration of effectiveness of a registered securities offering. Read More ›
The Personal Touch of Founder's Letters in IPO Prospectuses: A View Inside the Zeitgeist of Our Newest Public Companies
Letters to prospective investors like those included in the Lyft and Uber IPO prospectuses may be symbolic gestures by founders, chairpersons and CEOs to lead the selling effort, but nonetheless provide an insight into the unique mission, core beliefs and “karma” of today’s newest IPO companies, with the SEC closely monitoring the bounds of this informal disclosure. Read More ›
The SEC Proposes to Extend the JOBS Act's "Testing the Waters" Provision to All Issuers, Regardless of Size, in All Types of Securities Offerings
The proposal would allow companies to more effectively consult with potential institutional investors to better identify acceptable offering terms in advance of a public offering, as compared to the current practice of repeated registration statement amendments to calibrate the public markets. Read More ›
Larry Fink's 2019 Letter to CEOs Demands Greater Corporate Social Responsibility, Linking Broad Societal Purpose With Profits
Companies need to contribute to society, says BlackRock Chairman and Chief Executive Officer Larry Fink, to deliver long-term financial growth and profitability and, ultimately, to attract and retain the support of institutional investors. Read More ›
Time To Use Rule 473(b) and Remove the Section 8(a) Delaying Amendment from Your Registration Statement
In order to avoid undue delay caused by the current partial government shutdown, issuers may wish to remove the “delaying amendment” on the face of their registration statements to become effective automatically after a 20-day statutory period following the filing. The SEC’s operations plan for the shutdown also includes this suggestion. Lack of the SEC’s normal review and clearance of registration statements raises policy questions. Read More ›