Filings & Data Points

Costco Wholesale Corporation, DEF 14A (December 10, 2021)

Shareholders from Costco pushed the company to cut carbon emissions. Read More: https://www.intelligize.com/2022-proxy-season-in-review-more-shareholder-proposals-less-support/

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Home Depot, Inc., DEF 14A (April 4, 2022)

Home Depot shareholders supported a proxy proposal, this year, to conduct a racial equity audit. Read More: https://www.intelligize.com/2022-proxy-season-in-review-more-shareholder-proposals-less-support/

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Johnson & Johnson, DEF 14A (March 16, 2022)

This year, shareholders, from pharmaceutical company Johnson & Johnson, supported a proxy proposal to conduct a racial equity audit. Read More: https://www.intelligize.com/2022-proxy-season-in-review-more-shareholder-proposals-less-support/

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Twitter Inc., DEFA 14A (July 11, 2022)

Twitter announced its preparations for legal battle with Musk to enforce merger agreement. Read More: https://www.intelligize.com/elon-musk-says-its-high-time-to-end-twitter-deal/

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Twitter Inc., SC 13D/A (July 8, 2022)

Musk filed with the SEC to document intended termination of Twitter buyout. Read More: https://www.intelligize.com/elon-musk-says-its-high-time-to-end-twitter-deal/

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Apple Inc., PX14A6G (February 1, 2022)

Apple shareholders pushed for increased transparency on the use of forced labor in company’s supply chain. Read More: https://www.intelligize.com/u-s-enacts-import-law-to-sanction-china-over-abuses-of-uyghurs/  

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Lowe’s Companies, Inc., Form 8-K (June 2, 2022)

Lowe’s saw a reproductive policies proposal set forth by activist investors fail. Read More: https://www.intelligize.com/companies-respond-to-supreme-courts-roe-v-wade-reversal/  

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The TJX Companies Inc., Form 8-K (June 9, 2022)

A recent proposal submitted to The TJX Companies, regarding reproductive policies, has failed. Read More: https://www.intelligize.com/companies-respond-to-supreme-courts-roe-v-wade-reversal/  

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Walmart Inc., Form 8-K (June 3, 2022)

Walmart investors shot down a proposal calling for a report on the impact of reproductive rights policies. Read More: https://www.intelligize.com/companies-respond-to-supreme-courts-roe-v-wade-reversal/  

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GameStop Corp., Form 10-Q (June 1, 2022)

GameStop has added NFTs to its business model. Read More: https://www.intelligize.com/nft-regulation-starts-to-take-shape/

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PLBY Group, Inc., Form 10-Q/A (May 27, 2022)

Playboy is among companies adding NFTs to their brand. Read More: https://www.intelligize.com/nft-regulation-starts-to-take-shape/

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Descrypto Holdings, Inc., Form 8-K (June 6, 2022)

Descrypto Holdings has joined other sports-centric companies in showing off their NFTs. Read More: https://www.intelligize.com/nft-regulation-starts-to-take-shape/

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DraftKings Inc., Form 8-K (May 6, 2022)

DraftKings is among sports-centric companies recently touting NFT ventures. Read More: https://www.intelligize.com/nft-regulation-starts-to-take-shape/

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Continental Resources, Inc., Form 8-K (June 14, 2022)

Continental Resources board chair, Harold G. Hamm, submitted an offer to purchase the oil company outright. Read More: https://www.intelligize.com/private-eyes-boards-evaluating-flood-of-take-private-offers/

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Citrix Systems, Inc., Form 8-K (April 22, 2022)

Stockholders approved Citrix Systems’ acquisition by Evergreen Coast Capital Corporation. Read More: https://www.intelligize.com/private-eyes-boards-evaluating-flood-of-take-private-offers/

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McAfee Corp., Form 8-K (November 8, 2021)

McAfee Corp. is one of numerous companies taken private recently. Read More: https://www.intelligize.com/private-eyes-boards-evaluating-flood-of-take-private-offers/

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Citrix Systems, Inc., Form 8-K (January 31, 2022)

Software company, Citrix, recently ditched life as a publicly traded company. Read More: https://www.intelligize.com/private-eyes-boards-evaluating-flood-of-take-private-offers/

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Bull Horn Holdings Corp., Form 8-K (April 19, 2022)

SPACs like Bull Horn Holdings Corp. compelled to seek merger deals with less traditional partners. Read More: https://www.intelligize.com/spacs-woes-mount/

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Magnum Opus Acquisition Limited, Form 8-K (June 1, 2022)

Forbes and SPAC, Magnum Opus Acquisition Limited, recently called off their merger deal. Read More: https://www.intelligize.com/spacs-woes-mount/

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RedBall Acquisition Corp, Form 8-K (June 6, 2022)

Citing “unfavorable market conditions,” a recent RedBall Acquisition Corp. and SeatGeek merger agreement fell apart. Read More: https://www.intelligize.com/spacs-woes-mount/

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Clearday Inc., Form 10-K/A (May 17, 2022)

In amended annual report, Clearday indicated that a potential recession would have predictable and unanticipated economic impacts. Read More: https://www.intelligize.com/corporate-executives-prepare-for-a-recession/  

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Marvell Technology, Inc., Form 10-Q (May 27, 2022)

Marvell Technology, a semiconductor maker, described risks of potential recession in its recently quarterly report. Read More: https://www.intelligize.com/corporate-executives-prepare-for-a-recession/  

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Tesla, Inc., Form 10-Q (April 25, 2022)

Tesla’s entire bitcoin trade may be underwater now that crypto has crashed. Read More: https://www.intelligize.com/crypto-accounting-rules-could-make-for-messy-financial-statements/  

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DatChat Inc., Form 10-Q (May 16, 2022)

DatChat, a messaging app maker, expressed misgivings about economics associated with digital currencies because many view crypto as intangible assets. Read More: https://www.intelligize.com/crypto-accounting-rules-could-make-for-messy-financial-statements/  

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PayPal Holdings, Inc., Form 10-Q (April 28, 2022)

PayPal must record related assets and liabilities based on fair value of digital assets. Read More: https://www.intelligize.com/crypto-accounting-rules-could-make-for-messy-financial-statements/  

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Zebra Technologies Corporation, Form 10-Q (May 3, 2022)

Zebra Technologies Corp, a data management company in Illinois, shared that suppliers of key product components have operations in China. Read More: https://www.intelligize.com/growing-u-s-china-tensions-raise-risks-for-companies/  

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Dollar Tree Inc., Form 10-K (March 15, 2022)

Dollar Tree disclosed that its reliance on China could impact the company’s performance if faced with supply-chain or trade disruptions. Read More: https://www.intelligize.com/growing-u-s-china-tensions-raise-risks-for-companies/  

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Monolithic Power Systems, Inc., Form10-Q (May 10, 2022)

Monolithic Power Systems recently reported risks from operations in Asia, particularly China. Read More: https://www.intelligize.com/growing-u-s-china-tensions-raise-risks-for-companies/  

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McDonald’s Corporation, Form 8-K (May 16, 2022)

McDonald’s recently announced it will exit the Russian market. Read More: https://www.intelligize.com/at-behest-of-sec-companies-disclose-effects-of-russia-ukraine-war-on-businesses/  

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CF Industries Holdings, Inc., Form 10-Q (May 5, 2022)

CF Industries, an Illinois-based fertilizer company, detailed impact of of Russia-Ukraine crisis on business conditions. Read More: https://www.intelligize.com/at-behest-of-sec-companies-disclose-effects-of-russia-ukraine-war-on-businesses/  

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TJX Companies Inc, DEF 14A (April 28, 2022)

The TJX Companies investors seek clarity regarding impact and risks to business if Supreme Court overturns laws. Read More: https://www.intelligize.com/proxy-season-brings-socially-motivated-shareholder-proposals-from-both-sides-of-the-aisle/  

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Walmart Inc., DEF 14A (April 21, 2022)

Walmart investors seek clarity via shareholder proposals regarding impact and risks to business if Supreme Court overturns laws. Read More: https://www.intelligize.com/proxy-season-brings-socially-motivated-shareholder-proposals-from-both-sides-of-the-aisle/  

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NextEra Energy Inc, DEF 14A (April 1, 2022)

Shareholders submitted two diversity-centric proposals to NextEra Energy requesting disclosure of more information. Read More: https://www.intelligize.com/proxy-season-brings-socially-motivated-shareholder-proposals-from-both-sides-of-the-aisle/  

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Bank of America Corp, DEF 14A (March 7, 2022)

A recent shareholder proposal was submitted to Bank of America by a conservative organization. Read More: https://www.intelligize.com/proxy-season-brings-socially-motivated-shareholder-proposals-from-both-sides-of-the-aisle/  

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Citigroup Inc, DEF 14A (March 15, 2022)

A recent shareholder proposal submitted to Citigroup by National Center for Public Policy failed. Read More: https://www.intelligize.com/proxy-season-brings-socially-motivated-shareholder-proposals-from-both-sides-of-the-aisle/  

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McDonalds Corp, DFAN 14A (April 21, 2022)

McDonald’s efforts to meet decade old ESG promise on animal welfare called “hollow” by Icahn. Read More: https://www.intelligize.com/carl-icahn-champion-of-animal-rights/

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McDonalds Corp, DFAN 14A (March 21, 2022)

Icahn nominated two board candidates known for their backgrounds managing ESG matters. Read More: https://www.intelligize.com/carl-icahn-champion-of-animal-rights/

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McDonalds Corp, DEFC 14A (April 21, 2022)

McDonald’s and Icahn entered proxy fight over board nominees. Read More: https://www.intelligize.com/carl-icahn-champion-of-animal-rights/

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Nikola Corporation, Litigation Admin Proceedings (December 21, 2021)

Nikola Corporation, an electric truck manufacturer, settled with the SEC as a result of misleading claims about its products. Read More: https://www.intelligize.com/charges-against-brazilian-mining-company-tests-secs-esg-authority/

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Lumber Liquidators Holdings, Inc., Litigation Admin Proceedings (March 12, 2019)

Lumber Liquidators faced the SEC in 2019 over charges they misled investors regarding the contents of its products environmental impact. Read More: https://www.intelligize.com/charges-against-brazilian-mining-company-tests-secs-esg-authority/

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Vale S.A., Press Releases (April 28, 2022)

Vale S.A. has found itself in hot water with the SEC over fraudulent ESG disclosures that resulted in Brazilian dam collapse. Read More: https://www.intelligize.com/charges-against-brazilian-mining-company-tests-secs-esg-authority/

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Shopify Inc., Form 6-K EX-99.2 (April 11, 2022)

Canadian e-commerce company, Shopify, plans to split its stock and provide a “founder share” for CEO, Lutke. Read More: Stock Splits Are All the Rage on Wall Street – Intelligize

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Home Depot, Inc., Earnings Call Conference Presentation (April 7, 2022)

Executives at Home Depot faced questions about inflation concerns during their earnings call in early April. Read More: Inflation Worries Rise as Corporations Report Earnings – Intelligize

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Fastenal Co, Q1 2022 Earnings Call (April 13, 2022)

Fastenal CEO, Daniel L. Florness, described inflation concerns during the company’s recent earnings call. Read More: Inflation Worries Rise as Corporations Report Earnings – Intelligize

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Proctor & Gamble Co, Q3 2022 Earnings Call (April 20, 2022)

Concerns about inflation are weighing on companies and consumers this year. Proctor & Gamble faced questions during their recent earnings call. Read More: Inflation Worries Rise as Corporations Report Earnings – Intelligize

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WisdomTree Investments Inc., DFAN 14A (March 18, 2022)

WisdomTree Investments Inc. and ETFS Capital filed a DFAN 14A with the SEC regarding its stock shares and board of directors nominees. Read More: Twitter Presents Musk with Poison Pill – Intelligize

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WisdomTree Investments Inc., SC 13D-A (March 8, 2022)

ETFS Capital recently bought up stock shares and put forward nominees for WisdomTree Investments’ board. See the SC 13D-A filing to the SEC for further details. Read More: Twitter Presents Musk with Poison Pill – Intelligize

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WisdomTree Investments, Inc., Form 8-K (March 13, 2022)

WisdomTree Investments Inc. made an effort to hold off ETFS Capital with a “poison pill” filing. Read More: Twitter Presents Musk with Poison Pill – Intelligize

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Rayonier Advanced Materials Inc., SC 13-D (March 10, 2022)

Rayonier Advanced Materials Inc. and hedge fund Chatham Asset Management filed with the SEC regarding equity stake in Rayonier. Read More: Twitter Presents Musk with Poison Pill – Intelligize

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Rayonier Advanced Materials Inc., Form 8-K (March 21, 2022)

Despite questions regarding good governance practice, companies often view the “poison pill” option as handy in a pinch. Rayonier Advanced Materials Inc. filed an 8-K in late March in response to a hedge fund’s purchase of a large equity stake in the company. Read More: Twitter Presents Musk with Poison Pill – Intelligize

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Twitter, Inc., Form 8-K (April 15, 2022)

Twitter voted unanimously to adopt a limited-duration shareholder rights plan, better known as a “poison pill.” Review Twitter’s Form 8-K for full details. Read More: Twitter Presents Musk with Poison Pill – Intelligize

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Twitter, Inc., SC 13D-A (April 9, 2022)

After initial disclosure, Twitter announced that Musk would not join its board of directors and an amendment to the original 13D was filed in a 13D-A. Read More: Twitter Investment Could Get Elon Musk in More Trouble with SEC – Intelligize

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Twitter, Inc., SC 13D (April 4, 2022)

Elon Musk revealed on April 4 via a regulatory filing that he had purchased more than 9% of Twitter’s stock. Several additional filings followed, as events unfolded, including a Form 8K, SC 13D, and SC 13D-A. Read More: Twitter Investment Could Get Elon Musk in More Trouble with SEC – Intelligize

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Twitter, Inc., Form 8-K (April 4, 2022)

Elon Musk revealed on April 4 via a regulatory filing that he had purchased more than 9% of Twitter’s stock. As events unfolded, additional disclosures were made including: Form 8-K, 13D, and 13D-A. Read More: Twitter Investment Could Get Elon Musk in More Trouble with SEC – Intelligize

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Twitter, Inc., SC 13G (April 4, 2022)

Elon Musk revealed on April 4 via a regulatory filing that he had purchased more than 9% of Twitter’s stock for roughly $3 billion, making him the company’s largest shareholder. Several additional filings followed, as events unfolded, including a Form 8K, SC 13D, and SC 13D-A. Read More: Twitter Investment Could Get Elon Musk in […]

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Papa John’s International, Inc. Form 8-K (March 9, 2022)

Papa John’s states in an 8-K that it faces a potential one-time, non-cash hit of up to $15.2 million, primarily related to loans associated with its Russian franchisee, but that 2021 royalties from the Russian operation represented less than 1% of total revenue and about 1% of operating income. Read more: Corporations Bristle at Russia’s […]

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BP p.l.c. Form 6-K (Feb. 28, 2022)

BP in a 6-K revealed its plans to divest its holdings in Rosneft. The petroleum manufacturer also detailed how exiting would impact its financial results for the first quarter of 2022, pointing out the move would lead to a “material non-cash charge.” Read more: Russian Invasion of Ukraine Elicits Swift Response from Global Business

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EPAM Systems, Inc. Form 8-K (Feb. 28, 2022)

EPAM withdraws Q1 and full year 2022 guidance due to uncertainties related to the events in Ukraine. Read more: Russian Invasion of Ukraine Elicits Swift Response from Global Business

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Zoom Video Communications, Inc. 10-Q (Dec. 4, 2020)

Zoom cites the end of the pandemic as a risk factor.

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Top 10 risk factors from 10-K filings

Top ten 10-K risk factors for review. For this report, we analyzed the 100 most commonly cited risk factor topics in Form 10-K filings from 8/01/2019-7/31/2020. We then identified the risk factors that experienced the greatest increase within those top 100 topics over the last year.

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Negative event disclosure: Form 8-K items

See the trends in Form 8-K disclosure for negative events

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UPDATE: Face mask requirements: example meeting disclosure – August 14, 2020

Example 2020 earnings call and meeting transcripts that mention face mask requirements

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UPDATE: Face mask requirements: example meeting disclosure – July 31, 2020

Example 2020 earnings call and meeting transcripts that mention face mask requirements

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SEC’s CorpFin released CF Disclosure Guidance: Topic No. 9A; how are companies responding now?

The Securities and Exchange Commission (SEC) has more questions; see how companies are stepping up their disclosure this quarter.

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Face mask requirements: example meeting disclosure – July 17, 2020

Example 2020 earnings call and meeting transcripts that mention face mask requirements

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UPDATE: Section Analysis & Trends: COVID-19 disclosure in SEC filings – July 14, 2020

A look at how COVID-19 is impacting disclosure.

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Intelligize COVID-19 disclosure survey spotlights peer expectations

The ongoing COVID-19 pandemic is creating unprecedented challenges for public filing companies—particularly when it comes to determining business impacts and maintaining compliance expectations as conditions continue to evolve. Faced with growing uncertainty on the best way to communicate both the effects of, and risks presented by, COVID-19 to stakeholders and regulators, how do companies plan […]

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Form S-3 prospectus and SEC Release 34-88465 conditional relief

Example of a Form S-3 prospectus supplement filed while company has delayed periodic reporting

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UPDATE: Section Analysis & Trends: COVID-19 disclosure in SEC filings – April 3, 2020

An updated look at how COVID-19 is impacting public disclosure

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SEC’s CorpFin released CF Disclosure Guidance: Topic No. 9; see how companies have answered

SEC’s Division of Corporation Finance (CorpFin) released CF Disclosure Guidance: Topic No. 9 to help companies assess COVID-19-related effects and consider their disclosure obligations

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Examples of SEC Release No. 34-88465 notifications

See example notifications for 45-day extensions for SEC filings otherwise due between March 1 and July 1.

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Example disclosure on COVID-19’s impact on the demand for products or services

Do you expect COVID-19 to materially affect the demand for your products or services? CorpFin has asked. See how (and where) companies have answered.

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Section Analysis & Trends: COVID-19 disclosure in SEC filings – March 18, 2020

A look at how COVID-19 is impacting public disclosure

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Examples of subsequent events in notes to financial statements related to COVID-19

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