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…
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…