Every year at around this time, the Mintz Levin securities lawyers are busy collaborating with our December fiscal year-end clients to prepare for the annual year-end reporting season, involving a flurry of 10-Ks, proxy statements, governance review and upkeep, and related matters. Pam Greene and I have worked together for several years now (more than we would care to admit!) on what we fondly refer to as the “year-end kickoff memo,” which you can find here. Each year, we focus on a combination of new developments, reminders of things to keep in mind, and anticipated “hot topics” from the perspective of regulators, shareholders and companies themselves. We are pleased this year to have some terrific contributions to the memo from our partner Bret Leone-Quick, who focuses on securities litigation and related governance issues. We welcome your questions on the memo and look forward to working with all of you on this important annual process.
If you are a year-end company, today is the end of your second fiscal quarter, which means that it’s just about time to calculate your public float to see if your reporting status has changed. Here are a few things to remember.
Calculating Your Public Float
Your public float is the aggregate number of your company’s outstanding shares available for trading by public investors, multiplied by the current sale price of the shares. It does not include:
- Shares held by executive officers, directors and other stockholders who are deemed affiliates of the company (including all restricted stock and performance shares issued under equity compensation plans)
- Treasury Shares
- Derivative Securities (e.g., options, warrants and restricted stock units)
Public Float = sale price of common stock on the applicable date (e.g., last business day of the issuer’s second fiscal quarter (June 30th)) X the number of aggregate worldwide outstanding shares held by non-affiliates of the issuer on that date.