Numerous public companies have declared themselves a “remote-only” or “remote-first” company. Recently, we learned that the SEC Staff will not declare a registration statement effective unless the company provides a physical address on the cover page of its registration statement in response to the requirement to disclose the address of…
Numerous public companies have decided to hold virtual shareholder meetings this year. For 2022 virtual-only shareholder meetings, Glass Lewis expects companies to provide disclosures in their proxy statements addressing the following: (i) the ability of shareholders to ask questions during the meeting, including time guidelines for shareholder questions, rules around…
If S&P 500 and Russell 1000 companies do not provide clear disclosure in their 2022 proxy statement demonstrating board-level oversight of environmental and social issues, Glass Lewis will generally recommend voting against the chair of the company’s governance committee (S&P 500 companies) or note its concern about oversight and disclosure…
Given the volatility in the capital markets and potentially due to other changes, a company may face the prospect of losing its status as a well-known seasoned issuer (WKSI) at the time of the filing of its 10-K. One of the requirements for WKSI status that many companies attempt to…
Given all of the positive feedback we have received on our 2021-2022 Form 10-K Form Check Table, we decided to make our 2021-2022 Proxy Statement Form Check Table publicly available. The Proxy Statement Form Check Table is updated for SEC rule changes that have occurred and other developments that have taken place during the past several years.
The recently adopted universal proxy rules apply to annual meetings held on or after September 1, 2022. Because universal proxy will apply to contested director elections at all 2023 annual meetings, we recommend including disclosure regarding the universal proxy deadline in this year’s proxy statement, including for companies that hold…
It’s here! Goodwin’s Public Company Advisory Practice has completed its 2021-2022 Form 10-K Form Check Table for December 31 fiscal year-end companies. We are very excited to provide this tool for use by public companies in preparing their Form 10-Ks. The 10-K Form Check Table is updated for SEC rule changes that have occurred during the past several years. It also includes various practice tips and links to SEC guidance.
To assist public companies with their securities compliance obligations, Goodwin’s Public Company Advisory Practice has prepared a Form 10-K Compliance Checklist and Form 10-K Compliance Guide. Form 10-Ks are one of the most important disclosure documents that companies file with the SEC. It is absolutely critical that a company tell its story about the business while also ensuring that they adhere to the various legal requirements. To this end, we have prepared a Form 10-K Checklist and Guide.
To assist companies with their securities compliance obligations, Goodwin’s Public Company Advisory Practice has prepared an Earnings Release Compliance Checklist and Earnings Release Compliance Guide. Quarterly earnings releases are one of the most important disclosure documents that companies publish. The contents of these releases can significantly impact the price of…