On August 22, 2023, the Securities and Exchange Commission (the “SEC”) announced that it had instituted and settled proceedings against five public companies for failing to disclose in Form 12b-25 that their request for seeking a delayed quarterly or annual reporting filing was caused by an anticipated restatement or correction…
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…
On August 25, 2023, the Division of Corporation Finance of the Securities and Exchange Commission issued additional interpretive guidance on Rule 10b5-1 trading plan requirements. Our Public Company Advisory Practice prepared this Additional SEC Staff Guidance on Insider Trading Arrangements and Policies to summarize the guidance.
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…