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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 View Bio

Showing 51 posts by Spencer G. Feldman.

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 ›

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 ›

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 ›

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 ›

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 ›

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 ›