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…
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…
Given the increased level of enforcement of Section 8 of the Clayton Act, we recommend that public companies include questions addressing potential Clayton Act issues in their D&O Questionnaires. Set forth below are two questions that we recommend public companies add to their 2022-2023 D&O Questionnaires to address potential Clayton Act issues.
Environmental, Social, and Governance (ESG) issues continue to be top of mind for public companies. Some companies are just starting their ESG journey while others are working towards establishing best in class ESG practices. To assist public companies with navigating the ESG landscape, Goodwin’s Public Company Advisory Practice has prepared…
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…
Last August, Nasdaq adopted rules mandating that Nasdaq-listed operating companies disclose a Board Diversity Matrix either in an SEC filing or on their website. If a company has yet to disclose its Board Diversity Matrix, it may need to do so no later than August 8, 2022. To assist companies…
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…
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…
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…