Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE.
SEC Comment Letter Trends - During the 12 months ended June 30, 2022, the first and second most common comment areas by the SEC were non-GAAP financial measures (also.
COVID-19 Considerations. As companies prepare their annual reports, they should consider refreshing their various disclosures about COVID-19. Particular attention should be given to.
Holding Your Annual Meeting Virtually Lessons Learned From 2020
In light of the circumstances surrounding the COVID-19 pandemic, it comes as no surprise that there was a dramatic increase in the number of virtual shareholder meetings held during the 2020 proxy season compared to prior years. According to data from Broadridge with respect to meetings hosted on its platform, the number of virtual shareholder meetings increased from 248 in 2019 to 1,494 in 2020. In many cases, having a virtual shareholder meeting was unavoidable in order to comply with government restrictions and guidelines on public gatherings, as well as to ensure the health and safety of shareholders and company employees. Given the uncertainty for 2021, particularly as it relates to the continuously evolving COVID-19 situation, companies will likely again find themselves planning for the possibility of a virtual shareholder meeting for the 2021 proxy season. Below is a summary of key considerations and best practic
Travel restrictions
Beyond the above disclosure items, the following considerations will likely necessitate enhanced attention in light of the pandemic as companies complete their annual audits and prepare their Form 10-Ks:
Going concern analysis
Significant deficiencies and material weaknesses resulting from changed control environments, whether from remote working or other COVID-19 related impacts and effects
Asset impairments
Discontinued operations
SEC Comment Letter Trends. During the 12 months ended June 30, 2020, the most common comment area by the SEC was non-GAAP financial measures (number 2 in the prior year), followed by MD&A.
5 In the prior year, revenue recognition was the top comment area, followed by non-GAAP financial measures.