With the bloom of the cherry trees comes spring cleaning, and that includes housekeeping duties at public companies, such as designating officers for the purposes of filing U.S. Securities and Exchange Commission reports, including 10-Ks and proxy statements under the Securities Exchange Act, according to Ricki Tulli of Gardere.

Tulli notes the definitions of “officers” under the act “primarily refer to or use titles to describe the persons who are officers or executive officers.” At times, the board of directors is required to exercise judgment on this matter, especially with regards to which officers perform policymaking functions for the company. A recent federal court decision provides some guidance on the issue.

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