For any number of reasons, a reporting company (as determined by Sections 13 or 15(d) of the Exchange Act of 1934[1]) may not file the required quarterly (10-Q) and annual (10-K) periodic reports. By not staying current on its filings, a company becomes delinquent and therefore, can be severely sanctioned by both the exchange…

When a company (the “Company“) is considering submitting a listing application to list its common shares for trading on the NYSE MKT LLC (formerly AMEX, “NYSE MKT”) there are certain requirements that need to be fulfilled.  This blog post summarizes the listing and corporate governance requirements and listed company fees of NYSE MKT for common…

Publishing Quotations of Securities in Interdealer Quotation Systems: Requirements for Brokers and Dealers Brokers and dealers are required to follow specific procedures prior to publishing quotations of OTC equity securities or submitting quotations for publication in any interdealer quotation system. Rule 15c2-11 (17 CFR 240.15c2-11, under the Securities and Exchange Act of 1934) and FINRA Rule…

How a Public Company Changes its Fiscal Year Are you thinking of changing your fiscal year-end?  It can be expensive.  When a public company wants to change its fiscal year it is an event that needs to have an 8-k filed.  On the Form 8-K a change in fiscal year is under Item 5.03, which…

  This is the draft of a paper I hope to continue developing. I hope to eventually publish it.  Therefore, this is the first of several posts about delisting and deregistering your public company. Introduction The Securities and Exchange Commission (the “SEC”) permits certain issuers to voluntarily “opt-out” of the public company reporting system when its…

Why Reverse Mergers? Most people think “IPO” when they hear that a company is going public.[1]  A cheaper and faster alternative to the traditional IPO, however, is through a reverse merger. In a reverse merger, “the shareholders of the private company exchange their shares for a large majority of the shares of the public shell…

During the aftermath of the great recession, many companies have become delinquent in their periodic quarterly (“10-Q”) and annual (“10-K”) securities filings because they could not raise enough capital to pay the multitude of professionals involved with their public company reporting.  As many commentators have noted, the Securities and Exchange Commission (“SEC”) generally requires later…