If a company’s Form 10-K report for a fiscal year ended December 31 incorporates Part III disclosure by reference from the company’s definitive proxy statement, the company must either file its definitive proxy statement not later than 120 days after the company’s fiscal year end or file a Form 10-K/A…
To assist public companies with their securities compliance obligations, Goodwin’s Public Company Advisory Practice has prepared an Earnings Release Compliance Checklist and Earnings Release Review 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.
Given the current market volatility, public company earnings releases are more important than ever. We have prepared the following presentation providing an overview of the legal requirements for earnings releases and various practice tips.
Goodwin’s PCAP has updated our 2022 Form 10-Q Form Check Table for the quarter ended September 30, 2022. We are very excited to provide this tool to public companies to use in preparing and reviewing their Form 10-Qs.
Foreign private issuers (FPIs) occupy a unique space in the securities laws as they are eligible to file on forms specifically designed for FPIs while at the same time they are generally subject to the same anti-fraud provisions of the securities laws as domestic issuers. To provide companies with an overview…
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)…
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,…
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…