For public companies with a calendar year-end, now is the time of year for a company to conduct its public float calculation that will determine its Exchange Act reporting status as an accelerated filer, large accelerated filer, non-accelerated filer, smaller reporting company (SRC), and/or emerging growth company (EGC). The following…
Given the volatility in the markets, numerous public companies are considering repurchasing shares as a means of improving the market price of a company’s stock. Historically, a company’s stock price increases from 1-3% when repurchases are announced and generally this price increase does not dissipate over time. See, for example,…
Given declining equity valuations, many companies are considering reverse stock splits. Reverse stock splits are often done in order to meet the minimum bid price requirement in stock exchange rules so that a company can maintain its listing. Given the importance of the vote to the company and the fact…
If a company’s stock’s minimum bid price remains below $1 per share for 30 consecutive trading days, Nasdaq will promptly send the company a deficiency notice. Nasdaq rule 5810(b) requires a company that receives a deficiency notification to make a public announcement that discloses receipt of the notification, identifies the…
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…
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.
