Off-the-Shelf
Practical SEC and governance resources for public companies
Off-the-Shelf is a curated library of downloadable resources from Goodwin’s Public Company Advisory Practice, designed to help public companies navigate recurring SEC (U.S. Securities and Exchange Commission) reporting, disclosure, and corporate governance issues with confidence.
What You’ll Find
- Practitioner-focused tools grounded in US securities law and governance best practices
- Actionable checklists and guides for immediate application
- Concise explanations of nuanced regulatory concepts
- Up-to-date analysis informed by market practice and regulatory developments
Off-the-Shelf Resources
A Director Is Considering Resigning — What Are the Disclosure Considerations?
Director departures can raise a variety of disclosure, governance, stock exchange, and securities law considerations.
Appointing a Director — What Disclosure and Compliance Issues Should Companies Consider?
Appointing a new director to the board of a public company involves a coordinated series of legal, regulatory, governance, and administrative steps that must be carefully planned and executed promptly.
Appointing a New Principal Accounting Officer — What Disclosure and Compliance Issues Should Companies Consider?
The appointment of a new principal accounting officer can raise a variety of disclosure and compliance considerations.
Appointing an Executive Officer — What Disclosure and Compliance Issues Should Companies Consider?
When a company hires or promotes an individual to an executive officer role, there is a series of processes to consider, including determining whether certain disclosure obligations have been triggered.
Departure of an Executive Officer — What Disclosure and Compliance Issues Should Companies Consider?
If certain company executive officers retire, resign, or are terminated from their position, the company has a filing requirement under Item 5.02(b) of Form 8-K.
Director Onboarding Checklist
A structured framework for the onboarding of new directors to a company’s board.
Disclosure Considerations for Entering Into a Material Agreement
When a company enters into a significant new contract or amends or terminates an existing contract, disclosure considerations may arise under both SEC Form 8-K and Regulation S-K.
Draft Registration Statement Guide
The SEC permits a company to submit a draft registration statement for confidential, nonpublic review by the staff of the SEC’s Division of Corporation Finance prior to public filing.
Earnings Release Playbook
While public companies are not legally required to issue press releases to report their earnings or report guidance, most companies issue quarterly press releases to meet investor expectations.
Executive Perks, Travel, and Other Benefits — Are They Perquisites?
Public companies frequently provide executives with benefits that are intended to support business operations, security, recruiting, retention, or other corporate objectives.
Goodwin’s Form 8-K Guide
Download Goodwin’s Form 8-K Guide for practical guidance on filing triggers, disclosure requirements, deadlines, and compliance best practices.
Launching a Share Repurchase Program — What Are the Key Disclosure and Process Considerations?
Public companies frequently adopt share repurchase programs to return capital to stockholders, offset dilution, or support capital allocation objectives.
Offering Communications: Gun-Jumping Safe Harbors
Gun-jumping refers to the violation of restrictions surrounding offering communications that issuers or other parties are subject to under the Securities Act during a registered public offering.
Regulation FD – Off-the-Shelf Guide
Regulation Fair Disclosure (“Regulation FD”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prohibits a public company from selectively disclosing material non-public information (“MNPI”) to securities market professionals and certain securityholders without making that information available to the public.
Say on Pay
Mandatory advisory votes on executive compensation, often referred to as “say-on-pay votes,” have been an integral part of the public company corporate governance and disclosure landscape since the enactment of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (Dodd-Frank Act).
Significant Litigation — When Does It Become Disclosable and What Do We Say?
Public companies frequently face litigation, regulatory investigations, government inquiries, audits, and other disputes in the ordinary course of business.
The Off-the-Shelf Guide to Determining Filer Status
When a company is subject to the reporting requirements of the Securities Exchange Act of 1934 (Exchange Act), a key consideration for the company is the timing of its periodic reports and the level of information that is required in its SEC filings.
The Off-the-Shelf Guide to Foreign Private Issuer Status
A company must determine, on an annual basis, whether it qualifies as a “foreign private issuer,” as such term is defined in Rule 405 of Regulation C under the Securities Act of 1933 (Securities Act), and Rule 3b-4 under the Securities Exchange Act of 1934 (Exchange Act).
The Off-the-Shelf Guide to Shareholder Proposals
Shareholder proposals are proposals seeking corporate or board action that a company’s shareholders submit to have voted on by shareholders at an annual or other meeting of the company.
We Are Going to Miss Guidance — What Do We Do?
Market volatility, economic uncertainty, and changing business conditions can make it difficult for public companies to maintain previously issued earnings guidance.
Who Are the Company’s Section 16 Officers and What Do They Need to Do?
Section 16 imposes reporting obligations relating to ownership of and transactions in company equity securities, and it also creates potential liability for certain short-swing trading profits.
Who Is Considered an Executive Officer?
Breaking down overlapping definitions and providing practical insights through the lens of US securities law.