When is quantitative disclosure that’s not GAAP considered a non-GAAP financial measure and when is it not? To answer that question requires a brief history lesson on non-GAAP financial measures. Almost 20 years ago, the SEC adopted Regulation G and amendments to Item 10(e) of Regulation S-K. This relatively mundane…
With the adoption of universal proxy under which a dissident shareholder will be required to solicit at least 67% of the company’s shareholders coupled with the fees Broadridge/Mediant charge companies to mail proxy materials to street name holders, the question often arises as to whether public companies are required to…
While most Nasdaq-listed companies are opting to disclose the required Nasdaq board diversity matrix in their proxy statements, some companies are opting to instead provide such disclosure on their website. If a company elects to provide the board diversity matrix on its website rather than its proxy statement, a company…
We wanted to provide two reminders on Form 10-Qs being filed for the quarter ended March 31, 2022. MD&A Amendments Apply. This is the first Form 10-Q report that companies with a December 31 fiscal year end will file that is subject to mandatory compliance with the SEC’s 2020 amendments…
Goodwin has been tracking disclosures in proxy statements filed by Nasdaq-listed companies since January 1, 2022 to see if they provided the Nasdaq-prescribed board diversity matrix in their proxy statements. As of April 7, 2022, 78% of Nasdaq-listed companies have included the matrix in their proxy statements. There has also…
Given all of the positive feedback we have received on our Form 10-K Form Check Table and our Proxy Statement Form Check Table, we decided to make our 2022 Form 10-Q Form Check Table publicly available. The Form 10-Q Form Check Table is updated for SEC rule changes that have occurred and other developments that have taken place during the past several years.
There are several unique securities law issues faced by companies that go public through a SPAC. These issues result primarily from such companies’ status as former “shell” companies making the application of the securities laws quite different than those for companies that went public through a traditional IPO. To assist…
Every year public companies need to disclose the voting standards applicable to proposals included in their annual meeting proxy statements. To assist public companies with such disclosures, we have prepared a Proxy Statement Voting Disclosures memo. We tried to have a little fun with this one and have used baseball as a theme to present the information.
Numerous public companies have declared themselves a “remote-only” or “remote-first” company. Recently, we learned that the SEC Staff will not declare a registration statement effective unless the company provides a physical address on the cover page of its registration statement in response to the requirement to disclose the address of…
