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…
There are several unique securities law issues faced by companies that go public through a SPAC. These issues result primarily from such companies’ status as former “shell” companies making the application of the securities laws quite different than those for companies that went public through a traditional IPO. To assist…
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…
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…
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 a company’s publicly-traded securities. As such, it is absolutely critical that a company get the messaging right for investors and wall street analysts while at the same time ensuring they adhere to the various legal requirements.