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…
A company may potentially lose WKSI status upon filing its Form 10-K or Form 20-F. To assist public companies in addressing this issue, we have prepared the following memo on navigating loss of WKSI status.
We prepared the following Article on lessons from the first universal proxy contest. In the Article we discuss the following three key takeaways: (1)The Activist Obtained A Board Seat; (2) ISS Recommended for One of the Activist’s Nominees; and (3) The Cost of the Proxy Contest for the Activist Was Not Significantly Reduced.
