Registrants may have disclosure obligations under the federal securities laws related to the direct or indirect impact of Israel’s declaration of war on Hamas, a U.S. designated Foreign Terrorist Organization, and current armed conflict in Israel and the Gaza Strip (the “War”). Companies that have direct or indirect business operations,…
An emerging growth company (EGC) is a type of issuer that can follow relaxed disclosure and gun-jumping regulations when it files with the SEC to go public. This status was created by the JOBS Act of 2012 to help smaller companies access public markets. To qualify as an EGC, a…
On September 7, 2023, the staff of the Division of Corporation Finance (the “Division”) of the Securities and Exchange Commission (the “SEC” or “Commission”) published a sample comment letter (known as a “Dear Issuer” letter) to companies regarding their eXtensible Business Reporting Language (XBRL, which for purposes of this Update…
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…
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.
Should companies that restate the entire Risk Factors section from the most recent Form 10-K report when they update the risk factor disclosure in their Form 10-Q reports to reflect material changes in that disclosure do anything to identify the changes? Although not specifically required, we believe that identifying material…
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…
Members of our Public Company Advise Practice have been fielding questions on the best practice with respect to filing a company’s equity incentive plan or an amendment to an existing equity incentive compensation plan after shareholder approval at the company’s annual meeting. In these cases, the form of plan or…
With the end of the second quarter of calendar year 2023 approaching, this is a reminder of disclosure changes and considerations for Form 10-Q reports for the quarter ended June 30, 2023. These are included in the updated Goodwin Form 10-Q Form Check. A copy of the updated form check…
Smaller reporting company (SRC) status under the rules of the Securities and Exchange Commission (SEC) is determined annually by reporting companies based on a company’s “public float” as of the last business day of the company’s second fiscal quarter. A more detailed discussion of the SRC qualification requirements and the…