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.
Consideration of a More Measured Approach for Smaller Public Companies
Corporate partner Kenneth Silverman and litigation partner and co-chair Brian Katz published an article in the Securities Regulation Law Journal, Fall 2023 ed. entitled “Quarterly Survey of SEC Rulemaking and Major Court Decisions.” The article reviews the SEC’s rulemaking activities and other decisions relating to federal securities laws from April 1, 2023 through June 30, 2023. “This quarter,” the authors write, “the SEC proposed four new rules and approved seven final rules. In pertinent part, the final and proposed rules continue the ongoing trend in recent years to modernize current regulatory frameworks in a manner that facilitates increased transparency and investor protection.”
Olshan provides key takeaways for Schedule 13D and 13G reporting updates adopted by the U.S. Securities and Exchange Commission.
The SEC has expanded Rule 35d-1 of the Investment Company Act of 1940, known as the “Names Rule,” to require a fund to invest at least 80% of its assets in the manner suggested by its name, focusing on funds that advertise themselves as ESG or sustainable funds. Public companies should also hear the SEC’s message.
Corporate partner Kenneth Silverman and litigation partner and co-chair Brian Katz published an article in the Securities Regulation Law Journal, Summer 2023 ed. entitled “Quarterly Survey of SEC Rulemaking and Major Court Decisions.” The article reviews the SEC’s rulemaking activities and other decisions relating to federal securities laws from January 1, 2023 through March 31, 2023. “This quarter,” the authors write, ”the SEC proposed nine new rules and approved three final rules. The SEC's latest rule changes and proposals are largely geared towards modernizing the mechanisms of capital markets infrastructure and bolstering protections to individuals and entities from cybersecurity and privacy risks.”
Regulation A issuers may be younger, smaller and less profitable than more established Form S-1 issuers, but they must still comply with numerous specific SEC regulations governing disclosures and procedural rules during ongoing public offerings. By enforcing Regulation A rule violations against ten microcap companies, the SEC has made clear that, despite any relaxation of restrictions on these offerings, well-established SEC rules apply to Regulation A offerings as much as they do to traditional registered offerings.
On May 16, 2023, the SEC announced settlements with ten ...
Corporate partner Kenneth Silverman and litigation partner and co-chair Brian Katz published an article in the Securities Regulation Law Journal, Spring 2023 ed. entitled “Quarterly Survey of SEC Rulemaking and Major Appellate Decisions.” The article reviews the SEC’s rulemaking activities and other decisions relating to federal securities laws from October 1, 2022 through December 31, 2022. “The SEC’s latest rule changes and proposals are largely geared toward streamlining disclosure processes,” the authors write. “Given the recent collapse of cryptocurrency exchange FTX and related actions that came to light during this quarter, we expect the SEC will begin to develop and propose new rules to regulate and provide further oversight over cryptocurrency markets.”
The recent turmoil in the banking industry provides some important reminders for companies with respect to cash management.