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Recent Posts
- Institutional Shareholder Services Releases Updated Voting Guidelines Relating to Problematic Capital Structures at Newly Public Companies, Independent Board Chair Proposals and Board Diversity
- 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- The SEC Proposes a Philosophical Shift to Principles-Based Disclosure in Response to Increasingly Irrelevant, Outdated and Immaterial Information in Public Filings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
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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 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 ›