Add blog to your RSS reader
Get blog updates by emailPopular Topics
All Topics
- "Gun Jumping"
- "Test-the-Waters" communications
- 10b5-1 plans
- 2016 SEC Agenda
- ABL
- Accelerated Filer
- Accelerated filers
- Access to Capital and Market Liquidity Report
- Accounting
- Accredited investor
- Advance Notice Bylaws
- Airbnb
- Alternative Trading Systems
- Amended Rule 15c2-11
- Annual meeting
- Annual reports
- ASC Topic 740
- Asset Management
- asset-based loan
- ATS
- Auction IPOs
- Audit committee
- Auditor attestation
- Authentication document
- Bankruptcy
- Blackout periods
- BlackRock
- Blank-check companies
- Blockchain
- blue sky
- Board committees
- Board Diversity
- Board independence
- Board of Directors
- Boilerplate
- Boilerplate in securities documents
- borrower
- Broker-dealer
- Broker-dealer registration
- Broker-dealers
- Business organizations
- Calculation of Registration Fee
- California
- California Assembly Bill 979
- Capital formation
- capital markets
- Capital raising
- CARES Act
- cash management
- CEO letters
- Certified B corporation
- Chair Mary Jo White
- Chairman’s letters
- Chairperson’s letters
- Climate Change
- coal companies
- coal company IPOs
- coal miners
- coal mining
- collateral
- collateralized mortgage-backed securities "CMBS"
- Columbia Law School
- Commencement of an offering
- Compensation sharing
- Compensatory offerings
- Compensatory sales
- Compensatory securities
- Compensatory securities offerings and sales
- Compliance and Disclosure Interpretation 110.02
- conditions precedent
- conference
- Confidential filings
- Confidential information
- Confidential treatment
- Confidentiality agreements
- coronavirus
- Corporate Governance
- Corporate Law
- Corporate social responsibility
- Corporate social responsibility: CSR
- Corporate Stock-Givaway Program
- covenants
- COVID-19
- credit agreement
- Crowdfunding
- Cryptocurrency
- CSR
- Cyber breach
- cyber incident
- Cyber risk
- Cyber-attack
- cybersecurity
- DAO
- December 31 Fiscal year end
- Decimalization
- Definition of a Security
- Delaware corporate law
- Delaware Law
- Delayed filings
- Delaying amendment
- Description of Business
- Designer stock
- Digital Advertising
- Digital securities
- Direct listings
- Direct marketing programs
- Direct response marketing
- Director Nominees
- Director Questionnaire
- Directors
- Disclosure
- Disclosure and Reporting
- Disclosure Effectiveness Initiative
- Disclosure Obligations
- Disclosure Regime
- Disclosure regulation
- Disclosure Requirements
- Disclosure Rules
- Disclosure simplification
- Disclosure updates and simplification release
- Diversity
- Division of Corporation Finance
- Dodd Frank
- Dodd-Frank Act
- Domino's Piece of the Pie Rewards
- Domino's Pizza
- Donald Trump
- Dual Class Shares
- Dual-class Capitalization
- Dual-Class Common Stock
- Dual-class shareholder voting
- Due diligence
- earnings guidance
- Economic Growth, Regulatory Relief, and Consumer Protection Act
- EDGAR Filing Manual
- EGC
- Electronic signatures
- Emerging growth companies
- Emerging Growth Company
- Employee Practices
- engagement letter
- environment, social and governance
- Environmental, Social and Governance
- Equity Market Structure
- ESG
- event of default
- events of default
- Exchange Act
- Exchange Act Rule 12b-2
- Exchange Act Rule 15c2-11
- Exchange listing
- Exchanges
- executive compensation
- Exempt offerings
- Exempt securities offerings
- Exhibits to Registration Statement
- Expert Market
- FAST Act
- FDA
- FDIC
- Federal Deposit Insurance Corporation
- Female
- Fictitious regulators
- Filing review comments
- financial forecasts
- Financial guidance
- Financial Industry Regulatory Authority
- Financial intermediaries
- Financial projections
- Financial sophistication
- Financial statements
- Financing Alternatives
- Finders
- Finders exception
- Finders exemption
- FINRA
- FINRA Rule 5130
- FINRA Rule 5131
- First-day pop
- Five-factor test
- Form 10-K
- Form 10-Q
- Form D
- Form NT
- Form S-1
- Form S-3
- Form S-4
- Forward-looking information
- Founder’s letters
- Fraud
- Fraudulent activities
- Free Stock
- Free Stock Offerings
- FTC
- General Motors Co.
- General solicitation
- general solicitation offerings
- Glass Lewis
- Global Warming
- Golden Leashes
- Greenlight Capital, Inc.
- Hart-Scott-Rodino
- HSR Act
- Impersonators of genuine firms
- Incorporation by reference
- Indications of Interest
- Influencer Marketing
- Information asymmetry
- Initial coin offering
- Initial listing requirements
- Initial public offerings
- Insider sales
- Insider Trading
- Integration
- interest
- Interest rate system
- Interest rates
- Intrastate offerings
- Investment banking
- Investment Company Act
- Investor Advisory Committee
- Investor Alert
- IPO
- IPO disclosure
- IPO drawbacks
- IPO pricing
- IPOs
- ISS
- Item 10(b)
- Item 101
- Item 103
- Item 103 of Regulation S-K
- Item 105
- Item 401 of Regulation S-K
- Item 501(b)(7)
- Item 504 of Regulations S-K
- Item 601(b)(24) of Regulation S-K
- James Mackintosh
- JOBS Act
- Ken Langone
- known trends, demands, commitments, events or uncertainties
- Large Accelerated Filer
- Larry Fink’s 2019 letter to CEOs
- Late filings
- Law
- Legal proceedings
- lender
- LGBTQ+
- LIBOR
- line of credit
- Liquidity
- LLC
- loan agreement
- Loan Agreements
- Loan transactions
- Loans
- Loyalty Programs
- Lyft, Inc.
- MAE
- Main Street Loans
- Management
- management disclosure and analysis
- Management; Executive officers and directors
- Mark Cuban
- Material contract exhibits
- Material nonpublic information
- MD&A
- Mergers & Acquisitions
- Missing filings
- Modernization
- Multi-Class Shares
- NASDAQ
- Nasdaq Independence Rules
- Nasdaq Listing Rules
- Nomination Letter
- Non-accelerated Filer
- Non-GAAP Financial Measures
- NSMIA
- NYSE
- Offering fees
- Offering proceeds
- Offering statement on Form 1-A
- Offering statement on Form C
- Office of the Advocate for Small Business Capital Formation
- operating capital
- Ordinary Course Covenant
- OTC
- OTC Market Group
- OTC Markets
- OTC Pink
- OTC quoted companies
- OTCQB
- Paid-for Research
- pandemic
- Pay Ratio Disclosure
- Pay Ratio Rule
- Paycheck Protection Program (PPP)
- Payroll Protection Program (PPP)
- perfection certificate
- Periodic reports
- Perpetual dual-class stock
- Power of Attorney
- Pre-established plan
- Prescriptive-based disclosure
- Primary issuances
- Principal Executive Offices
- Principles-based disclosure
- Private Equity
- Private fund knowledgeable employees
- Private placements
- Prof. John C. Coffee, Jr.
- Proposed Rule 5605(f)
- Prospectuses
- proxy advisory firms
- Proxy Contests
- Proxy fights
- Proxy materials
- Proxy statement
- Proxy voting
- Public benefit corporation
- Public Companies
- Public company acquisitions
- Public Float
- Public M&A
- Public offerings
- Pump-and-dump
- Purpose & Profit
- Purpose of the corporation
- Qualified institutional buyer
- Ramp-and-dump
- Reference interest rates
- Reg S-K
- Registered offerings
- Registered public offerings
- Registration Filing Fee
- Registration statement
- Registration statements
- Regulation A activity
- Regulation A Offerings
- Regulation A+
- Regulation Crowdfunding
- Regulation D
- Regulation FD
- Regulation of finders
- Regulation S
- Regulation S-K
- Regulation S-K Item 10(f)(1)
- Regulation S-K Item 303
- Regulation S-T
- Regulations S-K
- Regulatory Entrepreneurship
- Release No. 34-90112
- Reporting Category
- representations
- resource extraction antigraft rule
- restricted stock
- Reverse mergers
- revolver
- Rights offerings
- Risk Factors
- Rule 10b-5
- Rule 10b5-1
- Rule 10b5-1 plan
- Rule 144A
- Rule 14a-4
- Rule 163B under the Securities Act of 1933
- Rule 21F-17
- Rule 24b-2 under the Securities Exchange Act of 1934
- Rule 253(f)
- Rule 302(b)
- Rule 4(a)(2) offering
- Rule 406 under the Securities Act of 1933
- Rule 473 under the Securities Act of 1933
- Rule 483 under the Securities Act of 1933
- Rule 504 limited offerings
- Rule 506(b)
- Rule 506(c)
- Rule 701
- S&P Dow Jones
- Safe Harbor
- Safe harbor for forward-looking information
- SAFEs
- Sarbanes-Oxley Act §404(b)
- Say-on-Pay Frequency Vote
- SEC
- SEC approval of offerings
- SEC Comments
- SEC Commissioner Robert J. Jackson Jr.
- SEC disclosure
- SEC disgorgement
- SEC Division of Economics and Risk Analysis
- SEC Filing Deadlines
- SEC Filing Reviews
- SEC Form 10
- SEC Office of Investor Education and Advocacy
- SEC Release No. 33-10591
- SEC Report of Investigation
- SEC review
- SEC Rule 152
- SEC shutdown
- Section 11(a) of the Securities Act of 1933
- Section 21F
- Section 27A of the Securities Act of 1933
- Section 8(a) of the Securities Act of 1933
- securities
- Securities & Exchange Commission
- Securities Act
- Securities Act of 1933
- Securities Act Rule 257
- Securities Act Rule 405
- Securities Act Section 17(b)
- Securities Exchange Act
- Securities Exchange Act of 1934
- Securities Exchange Act Rule 12b-25
- Securities Exchange Act Section 13(a)
- Securities litigation
- Securities offerings
- securities transactions
- Severance Agreements
- Sexual harassment
- Sexual misconduct
- Shareholder Activism
- shareholder activists
- Shareholder nominations
- Shareholder rights
- Shareholder voting
- Shareholder Voting Rights
- shelter in place
- Signature Bank
- Signatures in Registration Statement
- Silicon Valley Bank
- Simple Agreement for Future Equity
- Small business
- Small-cap
- Small-cap Companies
- Small-cap IPOs
- Small-cap Issuers
- Smaller reporting companies
- Smaller reporting company
- Snap IPO
- Social Capital Hedosophia
- Social Media
- Social Media Marketing
- SOFR
- SPAC
- SPAC's
- Special Purpose Acquisition Company
- Special situations
- Spin-offs
- Sponsorship
- Spotify
- SRC
- Staff Accounting Bulletin (SAB) No. 118
- Staff Comments
- Staleness date
- Startups
- State securities laws
- stock options
- Stock Ownership Guidelines
- Stock Promotion Schemes
- Strategic spin-offs
- Sunset provisions
- Supreme Court
- Sustainability
- SVB
- Switch, Inc.
- T+2
- Targeted stocks
- Tax
- Tax Cuts and Jobs Act
- Tech IPOs
- Tech M&A
- Tech unicorns
- term loan
- term sheet
- Termination or Completion of an offering
- The CLS Blue Sky Blog
- The Wall Street Journal
- Third Party Payments
- Tick Pilot
- Tick Size
- Tick Size Pilot Program
- Tick Sizes
- Token sales
- Tracking stocks
- Trade Settlement
- Trading
- trading platforms
- Transaction-based compensation
- U.S. dollar LIBOR
- U.S. federal income tax reform
- Uber Technologies, Inc.
- Underrepresented Minority
- Underwriting allocations
- Underwriting fees
- Undisclosed Fees
- Unequal Voting Rights
- Universal proxy ballots
- Unregistered finders
- Unregistered offerings
- Unregistered Soliciting Entities
- Unsolicited quotes
- Uplisting
- US Supreme Court
- Use of boilerplate
- Use of IPO proceeds
- Use of Proceeds
- venture capital
- venture capital investors
- venture capital terms
- Venture exchanges
- Verification of accredited status
- Virtual currency
- voting control
- voting power
- warranties
- Whistleblower Program
- Whistleblowers
- Window periods
- “Tandy” Representations
- “Testing the Waters”
Recent Posts
- Three Lessons Learned from the Recent Bank Collapses
- SEC Issues Sample Comment Letter Regarding Crypto Risks
- SEC Sample Comment Letters – A Helpful Resource for Preparing Annual Reports and Registration Statements
- FINRA and the Stock Exchanges Take Aim at Underwriters to Address Small-Cap IPO “Ramp and Dump” Schemes
- Recent SEC Enforcement Action Provides Cautionary Guidance for Adopting and Structuring 10b5-1 Plans
- 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
Archives
- March 2023
- December 2022
- November 2022
- October 2022
- February 2022
- December 2021
- October 2021
- July 2021
- April 2021
- March 2021
Contact Us
(212) 451-2300
www.olshanlaw.com
