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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.

Photo of Securities Law Blog Spencer G. Feldman sfeldman@olshanlaw.com View Bio

Showing 58 posts by Spencer G. Feldman.

The SEC's Small-Cap Acquisition Anomaly

Smaller publicly-traded companies that do not meet the public float requirements for Form S-4 incorporation by reference face an expensive and time-consuming public M&A process; the SEC’s focus on capital formation by smaller public companies should not overshadow efforts to aid in their future growth through acquisitions. Read More ›

Airbnb Proposes Unique New Class of Sharing Economy Participant to Be Eligible for SEC Rule 701’s Registration Exemption

Acknowledging that there are substantial, but non-traditional relationships between workers and their 21st century companies, Airbnb makes its case to broaden the exemption from registration that allows private companies to issue compensatory equity to employees to also extend to contractors such as hosts on its network. Read More ›

U.S. Rep. Hensarling Says Aging Regulations Are Suffocating Startups and IPOs: It's Time to Breathe New Life Into Markets With JOBS Act 3.0

Rep. Jeb Hensarling’s op-ed in The Wall Street Journal highlights five key capital formation bills that are now being considered to build a steady stream of small businesses for strong long-term economic growth and to restore U.S. competitiveness. Read More ›

SEC Broadens “Smaller Reporting Company” Qualification Thresholds To Include Companies With Less Than $250 Million in Public Common Equity Float

To promote capital formation by reducing compliance costs for smaller public companies, the SEC expands the pool of registrants that can take advantage of the scaled disclosure accommodations under SEC regulations. Read More ›

Perceptions on the Role of Underwriting Fees in Accessing Public Markets

There is a continuing debate about contributing factors to a declining IPO market with some pointing to the high level of IPO costs, particularly underwriting fees. Narrative disclosure of these costs may serve to make issuers more aware of those costs (as compared to those of alternative capital formation strategies) and may lead to calibrating those levels more closely in relation to the costs of taking a company public. Read More ›

Public Benefit Corporations and Certified B Corporations: Adding Transparency into a Corporation’s Ideological View on its Role in Society

Younger companies increasingly seek clarity into their corporate social responsibilities by adopting a public benefit corporation structure and opting to be designated as a certified B corporation. Read More ›

The Now Famous “He Didn’t Sign It” Defense Should Not Undercut Valid Powers of Attorney in Registration Statements

Corporate officers and directors are deemed to have signed a registration statement in reliance upon valid powers of attorney, but there may be a new concern. Read More ›

Disclosing Cybersecurity Risks and Incidents and Concomitant Financial, Legal and Reputational Consequences

On February 21, 2018, the SEC published interpretive guidance to assist public companies in preparing disclosures about cybersecurity risks and incidents.  Below is a summary outlining this new disclosure category which impacts all public companies, regardless of their size, and applies to all prospectuses and periodic reports filed with the SEC. Read More ›

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 ›

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 ›

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