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Recent Posts
- 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
- Reminders for the 2019 Form 10-K and Proxy Season
- Larry Fink's 2019 Letter to CEOs Demands Greater Corporate Social Responsibility, Linking Broad Societal Purpose With Profits
- Time To Use Rule 473(b) and Remove the Section 8(a) Delaying Amendment from Your Registration Statement
- SEC Adopts Rules Opening the Door for Public Companies to Use Regulation A for Their Securities Offerings
- The SEC's Small-Cap Acquisition Anomaly
- NYSE Submits New Proposal to Ease Rules on Blank Check Companies
- Airbnb Proposes Unique New Class of Sharing Economy Participant to Be Eligible for SEC Rule 701’s Registration Exemption
- 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
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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 63 posts by Spencer G. Feldman.
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 ›
SEC Adopts Rules Opening the Door for Public Companies to Use Regulation A for Their Securities Offerings
Regulation A would be a logical choice for smaller, non-exchange traded public companies, particularly for broadly disseminated public offerings of their shares to “uplist” to Nasdaq and for subscription rights offerings to their shareholders. Read More ›
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 ›