If a company’s stock’s minimum bid price remains below $1 per share for 30 consecutive trading days, Nasdaq will promptly send the company a deficiency notice. Nasdaq rule 5810(b) requires a company that receives a deficiency notification to make a public announcement that discloses receipt of the notification, identifies the…
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…
We have seen a change this year in the application by Glass Lewis of its policy relating to Post-IPO Governance. Historically, Glass Lewis was more lenient than ISS in issuing automatic withhold recommendations on directors based on governance provisions adopted at the time of the IPO. We have seen several…
There is currently a draft bill floating around Congress known as JOBS Act 4.0. We have prepared a summary of the topics that would be most relevant to companies and other capital markets participants from the draft legislation.
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…
While most Nasdaq-listed companies are opting to disclose the required Nasdaq board diversity matrix in their proxy statements, some companies are opting to instead provide such disclosure on their website. If a company elects to provide the board diversity matrix on its website rather than its proxy statement, a company…
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…
Goodwin has been tracking disclosures in proxy statements filed by Nasdaq-listed companies since January 1, 2022 to see if they provided the Nasdaq-prescribed board diversity matrix in their proxy statements. As of April 7, 2022, 78% of Nasdaq-listed companies have included the matrix in their proxy statements. There has also…
