Goodwin’s Public Company Advisory Practice has completed its 2022-2023 Form 10-K Form Check Document for December 31 fiscal year-end companies. We are very excited to provide this tool for use by public companies in preparing their Form 10-Ks. The 10-K Form Check discusses recent disclosure developments and is updated for SEC rule changes that have occurred during the past several years. It also includes various practice tips and links to SEC guidance.
Given the volume of SEC rulemaking and other corporate governance developments, public companies are frequently looking to understand the current state of play. In response, we have prepared the following presentation discussing SEC rulemaking, anticipated timing of such rulemaking, and selected corporate governance developments relevant to public companies.
Given the increased level of enforcement of Section 8 of the Clayton Act, we recommend that public companies include questions addressing potential Clayton Act issues in their D&O Questionnaires. Set forth below are two questions that we recommend public companies add to their 2022-2023 D&O Questionnaires to address potential Clayton Act issues.
To assist public companies with their securities compliance obligations, Goodwin’s Public Company Advisory Practice has prepared an Earnings Release Compliance Checklist and Earnings Release Review Guide. Quarterly earnings releases are one of the most important disclosure documents that companies publish. The contents of these releases can significantly impact the price of a company’s publicly-traded securities.
Given the current market volatility, public company earnings releases are more important than ever. We have prepared the following presentation providing an overview of the legal requirements for earnings releases and various practice tips.
Goodwin’s PCAP has updated our 2022 Form 10-Q Form Check Table for the quarter ended September 30, 2022. We are very excited to provide this tool to public companies to use in preparing and reviewing their Form 10-Qs.
Foreign private issuers (FPIs) occupy a unique space in the securities laws as they are eligible to file on forms specifically designed for FPIs while at the same time they are generally subject to the same anti-fraud provisions of the securities laws as domestic issuers. To provide companies with an overview…
The universal proxy rules will apply to all shareholder meetings held on or after September 1, 2022. Last week, the SEC issued three Compliance and Disclosure Interpretations (CDIs) on the universal proxy rules and ISS’ Special Situations group issued a Research Note providing its preliminary views on universal proxy matters….
During the 2022 proxy season, activist shareholders frequently used ESG themes in proxy contests and other shareholder activism campaigns. The ESG issues they raised often resonated with investors even if they were not outcome determinative. Companies should review their ESG profile with shareholder activism in mind as ESG deficiencies can…