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.
This post discusses recent SEC guidance regarding matters that must be submitted as a separate proposal to be voted on by shareholders of a target company seeking approval of a merger or acquisition. The SEC concludes that, in acquisitions where the target company shareholders are receiving stock of the acquiror, target shareholders, in addition to voting on the merger itself, must also separately approve any material amendments to the acquiror’s organizational documents that would substantively affect their rights as shareholders of the acquiror.
The SEC recently adopted a controversial new rule that requires a public company to disclose the ratio of the compensation of its chief executive officer to the median compensation of its employees.
On October 23, 2013, the U.S. Securities and Exchange Commission (the "SEC") proposed for comment amendments to the Securities Act of 1933, as amended (the "Securities Act"), to implement "Regulation Crowdfunding" in accordance with Title III of the Jumpstart our Business Startups (JOBS) Act.