Goodwin’s Public Company Advisory Practice has completed its 2023 Proxy Statement Form Check. We are very excited to provide this tool for use by public companies in preparing their Proxy Statements. The Proxy Statement Form Check discusses recent disclosure
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Lessons from the First Universal Proxy Contest
We prepared the following Article on lessons from the first universal proxy contest. In the Article we discuss the following three key takeaways: (1)The Activist Obtained A Board Seat; (2) ISS Recommended for One of the Activist’s Nominees; and (3)…
Updated Pay for Performance FAQs
We have updated our detailed set of FAQs on the SEC’s new pay versus performance rules in an effort to answer the numerous questions we have received from our public company clients over the last few months. The FAQs offer…
Form 10-K Form Check
Goodwin’s Public Company Advisory Practice has completed its 2022-2023 Form 10-K Form Check Document 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…
SEC Rulemaking & Corporate Governance Developments
Given the volume of SEC rulemaking and other corporate governance developments, public companies are frequently looking to understand the current state of play. In response, we have prepared the following presentation discussing SEC rulemaking, anticipated timing of such rulemaking, and…
Clayton Act Questions for D&O Questionnaires
Given the increased level of enforcement of Section 8 of the Clayton Act, we recommend that public companies include questions addressing potential Clayton Act issues in their D&O Questionnaires. Set forth below are two questions that we recommend public companies…
Earnings Releases
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.
The presentation covers topics such as:…
Pay for Performance FAQs
We have prepared a detailed set of FAQs on the SEC’s new pay versus performance rules that offer guidance on an extensive set of questions about how the rules will apply (including covered companies and filings and effective dates and…
Foreign Private Issuers Presentation
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…
Universal Proxy Developments: SEC Interpretations and ISS Special Situations Research Note
The universal proxy rules will apply to all shareholder meetings held on or after September 1, 2022. Last week, the SEC issued three Compliance and Disclosure Interpretations (CDIs) on the universal proxy rules and ISS’ Special Situations group issued a…