Popular Topics
All Topics
- 2016 SEC Agenda
- Accelerated Filer
- Accelerated filers
- Access to Capital and Market Liquidity Report
- Accounting
- Accredited investor
- Airbnb
- Alternative Trading Systems
- Annual meeting
- Annual reports
- ASC Topic 740
- Asset Management
- ATS
- Auction IPOs
- Audit committee
- Auditor attestation
- BlackRock
- Blank-check companies
- Blockchain
- Board committees
- Board Diversity
- Board independence
- Board of Directors
- Broker-dealer
- Broker-dealer registration
- Calculation of Registration Fee
- California
- capital markets
- Capital raising
- Certified B corporation
- Chair Mary Jo White
- Climate Change
- coal companies
- coal company IPOs
- coal miners
- coal mining
- Columbia Law School
- Compensatory offerings
- Compensatory sales
- Compensatory securities
- Compensatory securities offerings and sales
- Compliance and Disclosure Interpretation 110.02
- conference
- Confidential filings
- Confidential information
- Confidential treatment
- Confidentiality agreements
- Corporate Governance
- Corporate Law
- Corporate social responsibility
- Corporate social responsibility: CSR
- Corporate Stock-Givaway Program
- Crowdfunding
- CSR
- Cyber breach
- cyber incident
- Cyber risk
- Cyber-attack
- cybersecurity
- DAO
- December 31 Fiscal year end
- Decimalization
- Definition of a Security
- Delaware corporate law
- Delaying amendment
- Designer stock
- Digital securities
- Direct listings
- Direct marketing programs
- Direct response marketing
- Director Nominees
- Directors
- Disclosure
- Disclosure and Reporting
- Disclosure Effectiveness Initiative
- Disclosure Obligations
- Disclosure Regime
- Disclosure Requirements
- Disclosure Rules
- Disclosure simplification
- 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
- Economic Growth, Regulatory Relief, and Consumer Protection Act
- EGC
- Emerging growth companies
- Emerging Growth Company
- environment, social and governance
- Equity Market Structure
- ESG
- Exchange Act
- Exchange Act Rule 12b-2
- Exchange listing
- Exchanges
- executive compensation
- Exempt offerings
- Exempt securities offerings
- Exhibits to Registration Statement
- FAST Act
- Fictitious regulators
- Filing review comments
- Financial statements
- Financing Alternatives
- First-day pop
- Form 10-K
- Form 10-Q
- Form S-1
- Form S-3
- Form S-4
- Fraudulent activities
- Free Stock
- Free Stock Offerings
- General Motors Co.
- Glass Lewis
- Golden Leashes
- Greenlight Capital, Inc.
- Hart-Scott-Rodino
- HSR Act
- Impersonators of genuine firms
- Incorporation by reference
- Initial coin offering
- Initial listing requirements
- Initial public offerings
- Insider Trading
- Intrastate offerings
- Investment banking
- Investor Advisory Committee
- IPO
- IPO drawbacks
- IPOs
- ISS
- Item 103 of Regulation S-K
- Item 401 of Regulation S-K
- Item 601(b)(24) of Regulation S-K
- James Mackintosh
- JOBS Act
- Ken Langone
- Large Accelerated Filer
- Larry Fink’s 2019 letter to CEOs
- Legal proceedings
- Loyalty Programs
- Management
- Management; Executive officers and directors
- Mark Cuban
- Material contract exhibits
- Material nonpublic information
- Mergers & Acquisitions
- Modernization
- Multi-Class Shares
- NASDAQ
- Nasdaq Independence Rules
- Nasdaq Listing Rules
- Non-accelerated Filer
- Non-GAAP Financial Measures
- NYSE
- Offering fees
- OTC
- OTC Market Group
- OTC Pink
- OTC quoted companies
- OTCQB
- Paid-for Research
- Pay Ratio Disclosure
- Pay Ratio Rule
- Perpetual dual-class stock
- Power of Attorney
- Primary issuances
- Principal Executive Offices
- Private Equity
- Prof. John C. Coffee, Jr.
- 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
- Purpose & Profit
- Purpose of the corporation
- Registered offerings
- Registration Filing Fee
- Registration statement
- Registration statements
- Regulation A activity
- Regulation Crowdfunding
- Regulation D
- Regulation FD
- Regulation S-K
- Regulation S-K Item 10(f)(1)
- Regulatory Entrepreneurship
- Reporting Category
- resource extraction antigraft rule
- restricted stock
- Reverse mergers
- Rights offerings
- Rule 10b-5
- Rule 10b5-1 plan
- Rule 14a-4
- Rule 21F-17
- Rule 24b-2 under the Securities Exchange Act of 1934
- 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 506(c)
- Rule 701
- S&P Dow Jones
- SAFEs
- Sarbanes-Oxley Act §404(b)
- Say-on-Pay Frequency Vote
- SEC
- SEC Comments
- SEC Commissioner Robert J. Jackson Jr.
- SEC disclosure
- SEC Division of Economics and Risk Analysis
- SEC Filing Deadlines
- SEC Filing Reviews
- SEC Form 10
- SEC Release No. 33-10591
- SEC Report of Investigation
- SEC shutdown
- Section 11(a) of the Securities Act of 1933
- Section 8(a) of the Securities Act of 1933
- securities
- Securities & Exchange Commission
- 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 transactions
- Severance Agreements
- Sexual harassment
- Sexual misconduct
- Shareholder Activism
- shareholder activists
- Shareholder nominations
- Shareholder rights
- Shareholder voting
- Shareholder Voting Rights
- Signatures in Registration Statement
- Simple Agreement for Future Equity
- Small business
- Small-cap
- Small-cap Companies
- Small-cap Issuers
- Smaller reporting companies
- Smaller reporting company
- Snap IPO
- Social Capital Hedosophia
- SPAC
- SPAC's
- Special Purpose Acquisition Company
- Special situations
- Spin-offs
- Sponsorship
- Spotify
- SRC
- Staff Accounting Bulletin (SAB) No. 118
- Staleness date
- Startups
- State securities laws
- stock options
- Stock Ownership Guidelines
- Stock Promotion Schemes
- Strategic spin-offs
- Sunset provisions
- Sustainability
- T+2
- Targeted stocks
- Tax Cuts and Jobs Act
- Tech IPOs
- Tech M&A
- Tech unicorns
- 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
- U.S. federal income tax reform
- Underwriting allocations
- Underwriting fees
- Undisclosed Fees
- Unequal Voting Rights
- Universal proxy ballots
- Unregistered Soliciting Entities
- Uplisting
- venture capital
- venture capital investors
- venture capital terms
- Venture exchanges
- Virtual currency
- voting control
- voting power
- Whistleblower Program
- Whistleblowers
- “Tandy” Representations
- “Testing the Waters”
Recent Posts
- 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
- SEC Broadens “Smaller Reporting Company” Qualification Thresholds To Include Companies With Less Than $250 Million in Public Common Equity Float
- NYSE and Nasdaq Pull Proposals to Ease Rules on Blank Check Companies
- Perceptions on the Role of Underwriting Fees in Accessing Public Markets
Archives
- January 2019
- December 2018
- November 2018
- October 2018
- July 2018
- June 2018
- May 2018
- April 2018
- February 2018
- January 2018
Contact Us
(212) 451-2300
www.olshanlaw.com
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 1 post in Rule 14a-4.
SEC Takes Initial Step to Require “Universal” Proxy Ballots in Contested Elections
On October 26, 2016, the Commissioners of the Securities and Exchange Commission voted 2-1 to propose to require universal proxy ballots in contested elections. Proponents of universal proxies believe that the current federal proxy regime makes it too difficult for shareholders to mix and match their votes among all candidates, thereby disenfranchising shareholders and undermining corporate governance in the United States. Universal proxies would include all management and dissident nominees on one proxy card from which shareholders would vote. Under the current rules and proxy voting mechanics, a shareholder who desires to split votes generally must attend the shareholders meeting and vote by ballot. Read More ›