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Recent Posts
- The Struggle to Disclose an Issuer’s Intended Uses of Proceeds in Registered Public Offerings
- Kudos to the 2021 SEC Office of the Advocate for Small Business Capital Formation
- More than 2,000 Publicly Traded Companies Shifted to OTC’s Expert Market as Amended Rule 15c2-11 Goes into Effect
- Finding Your Post-COVID Principal Executive Offices
- 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
- Growth Companies Should Disclose Financial Projections In IPO Prospectuses
- SEC Announces That It Will Aggressively Scrutinize Issuer’s Climate Change Disclosure
- Leadership Change at the SEC: What Activists Could Expect from Gary Gensler and the Biden Administration
- Delaware Chancery Court Provides Important Guidance on COVID-19’s Impact on a Buyer’s Obligation to Close:
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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.
Showing 83 posts by Spencer G. Feldman.
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 ›
Growth Companies Should Disclose Financial Projections In IPO Prospectuses
Spencer Feldman's article first appeared in Law360 (April 9, 2021, subscription required) Read More ›
The SEC Rebuilds the Integration Principles Guiding Concurrent Private and Public Offerings of Securities
The SEC’s new release amends the rules governing “integration” permitting private placements and registered public offerings to occur shortly before, after or at the same time with each other. The amendments replace the SEC’s prior five-factor test with practical updates for today’s markets that particularly benefit smaller publicly traded companies. Read More ›
The SEC Proposes a Safe Harbor for Permissible Capital-Raising Activities by Unregistered Finders
Recognizing the longstanding need for a new approach to the regulation of finders who help smaller businesses raise early stage capital, the SEC has published a notice of a proposed exemptive order and request for comment to formalize the regulatory status of unregistered finders. The proposed finders exemption from broker-dealer registration would facilitate a role for unregistered finders in the capital-raising process and clarify the circumstances under which issuers can legally compensate finders who comply with specified conditions. The author’s thoughts on the proposed finders exemption follow a summary of the rule proposal. Read More ›
SEC Reduces Registration Filing Fee Beginning in October 2020
Public companies and first-time issuers will pay about 16% less to register their securities with the SEC starting next month. Read More ›
The SEC Amends Regulation S-K Disclosure Rules to Empower Companies to Determine What and How Much Disclosure is Appropriate for Shareholders and Investors
On August 26, 2020, the SEC adopted amendments to its business, legal proceedings and risk factors disclosure rules. All public companies, particularly smaller ones, can benefit from the SEC’s continuing commitment to a principles-based and company-specific approach to disclosure in registration statements, periodic reports and certain proxy statements filed with the SEC. Read More ›