As we enter the heart of Form 10-Q review season for calendar year-end companies and look ahead to Form 10-K review season early next year, a recent decision in a securities fraud class action suit reinforces the need to carefully review litigation disclosure in annual and quarterly reports and registration…
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…
Given the current market volatility and depressed stock prices, Goodwin’s Public Company Advisory Practice has prepared the following presentation on securities law issues in volatile markets. The topics covered include the following: (1) Reverse Stock Splits; (2) Going Dark; (3) Loss of WKSI Status; (4) Exchange Act Filer Status; (5)…
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,…
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…
There is currently a draft bill floating around Congress known as JOBS Act 4.0. We have prepared a summary of the topics that would be most relevant to companies and other capital markets participants from the draft legislation.
Given the volatility in the capital markets and potentially due to other changes, a company may face the prospect of losing its status as a well-known seasoned issuer (WKSI) at the time of the filing of its 10-K. One of the requirements for WKSI status that many companies attempt to…