During the 2022 proxy season, activist shareholders frequently used ESG themes in proxy contests and other shareholder activism campaigns. The ESG issues they raised often resonated with investors even if they were not outcome determinative. Companies should review their ESG profile with shareholder activism in mind as ESG deficiencies can…
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…
Given the current market volatility and depressed stock prices, Goodwin’s Public Company Advisory Practice has prepared the following presentation on securities law issues in volatile markets. The topics covered include the following: (1) Reverse Stock Splits; (2) Going Dark; (3) Loss of WKSI Status; (4) Exchange Act Filer Status; (5)…
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…
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…
Given the volatility in the markets, numerous public companies are considering repurchasing shares as a means of improving the market price of a company’s stock. Historically, a company’s stock price increases from 1-3% when repurchases are announced and generally this price increase does not dissipate over time. See, for example,…
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…