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Special Meeting Reminders

With annual meeting season having concluded for calendar year-end companies, some companies are contemplating holding special meetings for various proposals that cannot wait until next year’s annual meeting. Set forth below are five key reminders regarding the proxy rules and process relating to special meetings. We have also prepared a…

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Risk Factors for Form 10-Q Reports

Given the state of the capital markets and current global economic uncertainty, Goodwin’s Public Company Advisory Practice has been thinking through potential risk factors to be included in Form 10-Qs for the quarter ended June 30, 2022. To this end, we have prepared a Risk Factor Alert providing guidance on 10-Q risk factors and sample risk factors for potential inclusion in 10-Qs this quarter.

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Reassessing Exchange Act Filing Status

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…

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Nasdaq Minimum Bid Price

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…

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