LawCast : Recent Episodes
Attorney Laura Anthony
LawCast, translates the complexities of securities law into understandable language. Each segment of LawCast corresponds with a more technical explanation of the subject matter that is posted on SecuritiesLawBlog.com.
To qualify for the OTCQB, all companies are required to post their initial disclosure on the OTC Markets website and make an initial certification. The initial disclosure includes: Confirmation that the Company is current in its SEC reporting obligations, whether subject to the Exchange Act reporting requirements or Regulation A+ reporting requirements, and has filed […]
Effective July 10, 2015, OTC Markets amended its rules related to the OTCQB listing standards to include initial and ongoing listing requirements for companies completing a Regulation A+ offering. This Lawcast series will include a comprehensive overview of the OTCQB requirements as of August 2016. To be eligible to be quoted on the OTCQB, all […]
All U.S. companies that are quoted on the OTCQX must have either an attorney or an Investment Bank OTCQX Advisor. A company may appoint a new OTCQX Advisor at any time, provided that the company retains an approved OTCQX Advisor at all times. All International companies that are quoted on the OTCQX must have either […]
All U.S. companies that are quoted on the OTCQX must submit an application and pay an application fee. The application consists of (i) the application with information related to the company; (ii) the contractual agreement with OTCQX for quotation; (iii) personal information for each executive officer, director and beneficial owner of 5% or more of […]
In the Lawcast detailing the OTCQX International listing requirements I referenced Exchange Act Rule 12g3-2(b). That rule permits foreign private issuers to have their equity securities traded on the U.S. over-the-counter market without registration under Section 12 of the Exchange Act and therefore without being subject to the Exchange Act reporting requirements. The rule is […]
To be eligible to be quoted on the OTCQX International, companies must: Have U.S. $2 million in total assets as of the most recent annual or quarter end; As of the most recent fiscal year-end, have at least one of the following: (i) U.S. $2 million in revenues; (ii) U.S. $1 million in net tangible […]
To be eligible to be quoted on the OTCQX U.S. Premier, companies must: Satisfy all of the eligibility requirements for OTCQX U.S. including the corporate governance requirements discussed in prior Lawcasts; Meet one of the following: (i) Market Value Standard – have at least (a) $15 million in public float and (b) a market capitalization […]
Over the next few Lawcasts, I will give a high level summary of each of the eligibility requirements related to OTCQX Have $2 million in total assets as of the most recent annual or quarter end; As of the most recent fiscal year-end, have at least one of the following: (i) $2 million in revenues; […]
The OTC Markets recently amended the requirements related to its corporate governance eligibility criteria for U.S. companies applying to the OTCQX in conjunction with an initial public offering. The amendment will allow a phase-in period to satisfy full compliance with the corporate governance requirements. The corporate governance amendments apply to U.S. and U.S. Premier applicants […]
To be eligible to trade on the OTCQX tier of OTC Markets, all companies must meet one of the following exemptions to the penny stock definition: (i) have a bid price of $5 or more as of the close of business on each of the 30 consecutive calendar days immediately preceding the company’s application, and […]
Today is the first Lawcast in a series detailing the OTCQX listing requirements. OTC Markets made changes to the quotations rule and standards for the OTCQX, which changes went effective on June 13, 2016. These most recent amendments accommodate companies completing an IPO onto the OTCQX and which therefore have no prior trading history. Such […]
Today is the final Lawcast in a series discussing “what is a security”. Although the term “note” is included in the statutory definition of a security, case law has determined that not every “note” is a security. Off the top, the Exchange Act and SEC specifically exclude notes with a term of less than nine […]
In the last Lawcast I talked about the “Howey Test” for determining when an investment contract is a security. The Howey Test has been applied to find that many non-traditional investments are a security. So for instance, in a later case, the court found that sale of shares in a housing cooperative that were bundled […]
Today I will begin talking about the definition of a security as an investment contract and the landmark U.S. Supreme Court case of SEC v. W.J. Howey Co. the result of which has become commonly known as the “Howey Test.” Under the Howey Test, whether an investment instrument is a security requires a substance-over-form analysis. […]
The concept of defining a security is fundamental to knowing the application of the securities laws in general and the specific ability to rely on specific rights and exemptions, such as the registration and exemption requirements and Rule 144. Both the Securities Act and the Securities Exchange Act of 1934 contain definitions of a security […]
What is a security? Sometimes it’s good to go back to basics. In my blogs and Lawcasts I often refer to the registration and exemption requirements in the Securities Act of 1933. Section 5 of the Securities Act makes it unlawful to offer or sell any security unless a registration statement is in effect as […]
Rule 145 addresses the registration and resale requirements for securities issued in a merger, consolidation, acquisition of assets or reclassification of securities. In accordance with Rule 145 an offer or sale of securities occurs when shareholders are asked to vote on an exchange of their existing securities for new securities in a merger, consolidation, acquisition […]
The NYSE MKT exempts “controlled companies” from the requirement that a majority of the board of directors and that all the compensation, audit and nominating committee members be independent. A “controlled company” is one in which over 50% of the voting power is held by an individual, a group or another company. The NYSE MKT […]
In the prior Lawcast in this series I gave a brief summary of the corporate governance standards including the requirement that, subject to certain exceptions, a majority of the board of directors be independent and that all audit and compensation committee members be independent. Moreover, audit and compensation committee members are subject to even more […]
A company seeking to list securities on NYSE MKT must meet minimum listing requirements, including specified financial, liquidity and corporate governance criteria. Today I am continuing my discussion regarding the corporate governance requirements. As a reminder, the NYSE categories of corporate governance include requirements related to the distribution of annual or interim reports; independent directors; audit committee; […]
NYSE MKT Application- A company seeking to list securities on NYSE MKT must meet minimum listing requirements, including specified financial, liquidity and corporate governance criteria. I have previously discussed the financial and liquidity requirements and today will address filing fees and begin to discuss the corporate governance requirements. The NYSE MKT requires an application fee […]
NYSE MKT Listing Standards and Requirements- A company seeking to list securities on NYSE MKT must meet minimum listing requirements, including specified financial, liquidity and corporate governance criteria. NYSE MKT has broad discretion over the listing process and may deny an application, even if the technical requirements are met, if it believes such denial is […]
NYSE MKT Listing Requirements- The NYSE MKT is the small- and micro-cap exchange level of the NYSE suite of marketplaces. The NYSE MKT was formerly the separate American Stock Exchange known as the AMEX. In 2008, the NYSE Euronext purchased the AMEX and in 2009 renamed it the NYSE Amex Equities. In 2012 the exchange […]
OTC Markets, OTCQX Benefits, and NASDAQ – There are many benefits to trading on an exchange such as NASDAQ. The biggest benefits to an exchange are the ability to attract analyst coverage and institutional investors, and the corresponding increase in liquidity that comes with both. Stocks that trade on NASDAQ tend to have a lower […]
NASDAQ has several listing applications depending on the circumstances of the listing sought. There are twelve different listing applications varying from an application where there has been a change of control, to switching from another exchange or other U.S. market such as the OTC Markets, to spin-offs and of course an IPO. Each listing application […]
The NASDAQ application package includes: (i) a symbol reservation form; (ii) the listing application (which requires supplemental documents); (iii) the listing agreement; (iv) the corporate governance certification; (v) the initial application fee, payable via check or wire transfer; and (vi) a logo submission form. Today I will give a brief summary of the each of […]
In the prior Lawcast in this series I gave a brief summary of the corporate governance standards including the requirement that a majority of the board of directors be independent and that all audit and compensation committee members be independent. Under NASDAQ rules “independent director” means a person that is not an executive officer or […]
NASDAQ Requirements and Corporate Governance Standards- All NASDAQ companies are required to comply with stringent corporate governance standards. The categories of corporate governance include: (1) Distribution of Annual or Interim Reports, (2) Independent Directors, (3) Audit Committee, (4) Compensation Committee, (5) Nomination of Directors, (6) Code of Conduct, (7) Annual Meetings, (8) Solicitation of Proxies, […]
NASDAQ Listing Requirements and the Seasoning Rule- The seasoning rules were adopted in late 2011 by multiple national exchanges, including NASDAQ in response to a request from the SEC for the exchanges to limit the ability of companies to uplist following the completion of a reverse merger with a US public shell. The SEC request […]
NASDAQ Listing Requirements Share Price- To list its securities on NASDAQ, a company is required to meet: (a) certain initial quantitative and qualitative requirements and (b) certain continuing quantitative and qualitative requirements. The quantitative listing thresholds for initial listing are generally higher than for continued listing, thus helping to ensure that companies have reached a […]
NASDAQ Listing Requirements- Today is the first Lawcast in a series discussing NASDAQ listing requirements. The NASDAQ Stock Market currently has three tiers of listed companies: (1) The NASDAQ Global Select Market, (2) The NASDAQ Global Market and (3) The NASDAQ Capital Market. Each tier has increasingly higher listing standards, with the NASDAQ Global Select […]
SEC Regulation S-X- Today is the continuation in a Lawcast series discussing SEC disclosure requirements and in particular the 341 page Regulation S-K concept release and request for public comment issued by the SEC on April 15, 2016. Although many aspects of disclosure are important, I believe none are quite as important as the financial […]
Regulation S-K and Risk-Related Disclosures- Today is the continuation in a Lawcast series discussing SEC disclosure requirements and in particular the 341 page Regulation S-K concept release and request for public comment issued by the SEC on April 15, 2016. Risk-related disclosures need a thorough review and potential overhaul. Although the SEC has long stated […]
Regulation S-K and Item 101 and 102 Disclosure Requirements- Today is the continuation in a Lawcast series discussing SEC disclosure requirements and in particular the 341 page Regulation S-K concept release and request for public comment issued by the SEC on April 15, 2016. I am continuing a review of the various specific topics discussed […]
Regulation S-K and XBRL Tagging- Today is the continuation in a Lawcast series discussing SEC disclosure requirements and in particular the 341 page Regulation S-K concept release and request for public comment issued by the SEC on April 15, 2016. I am continuing a review of the various specific topics discussed in the Regulation S-K […]
SEC Disclosure Requirements and The Regulation S-K Concept Release- Today is the continuation in a Lawcast series discussing SEC disclosure requirements and in particular the 341 page Regulation S-K concept release and request for public comment issued by the SEC on April 15, 2016. The Regulation S-K concept release touches on many topics. In the […]
SEC Reporting Companies and Disclosure Requirements- Today is the continuation in a Lawcast series discussing SEC disclosure requirements and in particular the 341 page Regulation S-K concept release and request for public comment issued by the SEC on April 15, 2016. The SEC disclosure requirements are scaled based on company size. The categories of reporting […]
SEC Disclosure Requirements and Regulation S-K- Today is the continuation in a Lawcast series discussing SEC disclosure requirements and in particular the 341 page concept release and request for public comment on sweeping changes to certain business and financial disclosure requirements in Regulation S-K, issued by the SEC on April 15, 2016. The SEC understands […]
Regulation S-K Financial Disclosure Requirements- The Financial disclosure requirements in Regulation S-K, issued by the SEC on April 15, 2016. The S-K Concept Release contains hundreds of multi-part questions and requests for public input. In general the SEC discusses and seeks comment on: Whether specific disclosures are important and useful to making investment and voting […]
Regulation S-K Concept Release- Today is the continuation in a Lawcast series discussing SEC disclosure requirements. On April 15, 2016, the SEC issued a 341-page concept release and request for public comment on sweeping changes to certain business and financial disclosure requirements in Regulation S-K. The Reg S-K Concept Release is part of the SEC […]
Today is the second Lawcast in a series discussing SEC disclosure requirements. As mentioned in the last Lawcast in this series in September 2015 the SEC Advisory Committee on Small and Emerging Companies met and finalized its recommendation to the SEC regarding changes to the disclosure requirements for smaller publicly traded companies. In formulating its […]
Regulation S-K- The topic of disclosure requirements under the Securities Exchange Act of 1934 (“Exchange Act”) and in particular the requirements under Regulation S-K has come to the forefront over the past two years and has been a regular topic of industry discussion, recommendations and review. On April 15 2016 the SEC issued a 341 […]
The Confidential Treatment of Materials Under Rule 83- As discussed in the prior Lawcasts in this series, The SEC Division of Corporation Finance, referred to as “CorpFin” reviews and comments upon filings made to the SEC for the purpose of improving and enhancing disclosure. In responding to comments, it is helpful to review other companies’ […]
SEC Response Letter- Today is the fourth Lawcast in a series discussing SEC comments and responses. As discussed in the first two Lawcasts in this series, The SEC Division of Corporation Finance, referred to as “CorpFin” reviews and comments upon filings made to the SEC for the purpose of improving and enhancing disclosure. As previously […]
As discussed in the first two Lawcasts in this series, The SEC Division of Corporation Finance, referred to as “CorpFin” reviews and comments upon filings made to the SEC for the purpose of improving and enhancing disclosure. Also as discussed the comment letter and responsive letter process continues until CorpFin has no further comments. Although […]
As discussed in the first Lawcast in this series, The SEC Division of Corporation Finance, referred to as “CorpFin” reviews and comments upon filings made to the SEC for the purpose of improving and enhancing disclosure. CorpFin issues comment letters based on a review of a company’s filings and any other public disclosures about or […]
The SEC Division of Corporation Finance, referred to as “CorpFin” in the industry, reviews and comments upon filings made under the Securities Act of 1933 such as S-1 and S-3 registration statements and the Securities Exchange Act of 1934 such as quarterly reports on Form 10-Q, annual reports on Form 10-K and periodic 8-K filings. […]
Merger And Acquisition Transactions- In the last four Lawcasts in this series I discussed the responsibilities of the board of directors and in particular their fiduciary duties related to merger and acquisition transactions. Today I will discuss the forms that an M&A Transaction can take. First back to basics, a merger or acquisition transaction is […]
Entire Fairness Standard- In the last three Lawcasts in this series I discussed the responsibilities of the board of directors and in particular their fiduciary duties related to merger and acquisition transactions. In the last Lawcast I highlighted Delaware case law on director duties. Today I will drill down on directors duties when faced with […]
The Merger And Acquisition Process- Today I am continuing my discussion on the responsibilities of the board of directors and in particular their fiduciary duties related to merger and acquisition transactions. In the last Lawcast in this series I highlighted the duties of directors, including duties of honesty and good faith as well as the […]