For foreign private issuers (FPIs) with a calendar year-end, now is the time of year to conduct the annual assessment to determine whether the company still qualifies as an FPI. Goodwin’s Public Company Advisory Practice has prepared the following memo on assessing FPI status. SEC rules generally require that a…
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.
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…
While annual meeting season for calendar year-end companies is heading towards the home stretch, numerous companies are still filing additional proxy materials. We have seen companies file these materials this year in various contexts, including to deal with an adverse voting recommendation from ISS or to provide additional disclosure. One…
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…
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.
There are several unique securities law issues faced by companies that go public through a SPAC. These issues result primarily from such companies’ status as former “shell” companies making the application of the securities laws quite different than those for companies that went public through a traditional IPO. To assist…
