On October 26, 2022, the U.S. Securities and Exchange Commission (the “SEC”) adopted regulations implementing Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”), which was added by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd Frank”). The SEC originally proposed these rules…
On August 22, 2023, the Securities and Exchange Commission (the “SEC”) announced that it had instituted and settled proceedings against five public companies for failing to disclose in Form 12b-25 that their request for seeking a delayed quarterly or annual reporting filing was caused by an anticipated restatement or correction…
On August 25, 2023, the SEC announced a significant increase in the fees that public companies and other issuers are required to pay to register their securities from $110.20 per million dollars to $147.60 per million dollars. The new fee rate is effective October 1, 2023 and is applicable to the registration…
On August 25, 2023, the Division of Corporation Finance of the Securities and Exchange Commission issued additional interpretive guidance on Rule 10b5-1 trading plan requirements. Our Public Company Advisory Practice prepared this Additional SEC Staff Guidance on Insider Trading Arrangements and Policies to summarize the guidance.
Our Public Company Advisory Practice has been seeing an increase in situations where clients are having difficulty reaching a quorum for an annual or special meeting or in securing enough votes to pass a proposal. Some of this difficulty can be traced to the decision by a number of brokerage…
Our Public Company Advisory Practice prepared Sample S-K 408 Disclosures to assist our public company clients with their compliance with Item 408(a) of Regulation S-K disclosure requirements. Due to the variety of different factual scenarios in which Item 408(a) of Regulation S-K disclosure may be required, these samples are illustrative…
We have seen a change this year in the application by Glass Lewis of its policy relating to Post-IPO Governance. Historically, Glass Lewis was more lenient than ISS in issuing automatic withhold recommendations on directors based on governance provisions adopted at the time of the IPO. We have seen several…
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…
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.