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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 35 posts in SEC.

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 ›

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 ›

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 ›

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 ›

Intel Corp. CEO’s Stock Sales May Draw SEC Examination

Rule 10b5-1 plans do not preclude questions about insider trading if entered into or amended improperly. Read More ›

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