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…
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…
As the 2023 proxy season draws to a close, Goodwin’s PCAP has prepared a reminder about the Say-on-Frequency Form 8-K Reminder. Many public clients that have held, or will hold, their annual meeting would have submitted a say-on-pay frequency vote to shareholders. Companies generally must disclose the voting results of…
If a company’s Form 10-K report for a fiscal year ended December 31 incorporates Part III disclosure by reference from the company’s definitive proxy statement, the company must either file its definitive proxy statement not later than 120 days after the company’s fiscal year end or file a Form 10-K/A…
Goodwin’s PCAP has updated our 2023 Form 10-Q Form Check Table for the quarter ended March 31, 2023. In addition to providing a comprehensive form check guide, the first several pages of the document provide an update on selected disclosure developments and trending disclosure topics for Form 10-Qs for the quarter…
