Law Blog Author Archive

OTCQB And OTC Pink Rule Changes

February 21, 2020 in Uncategorized

In December 2019 the OTC Markets updated its Pink Disclosure Guidelines and Attorney Letter Agreement and Guidelines.  The Pink disclosure guidelines and attorney letter apply to companies that elect to report directly to OTC Markets pursuant to its Alternative Reporting Standard.  Furthermore, in January 2020 OTC Markets amended the OTCQB standards related to the disclosure Read the full article…

SEC Proposes Amendments To MD&A Disclosures

February 14, 2020 in Uncategorized

Continuing its disclosure effectiveness initiative, on January 30, 2020, the SEC proposed amendments to Management’s Discussion & Analysis of Financial Conditions and Operations (MD&A) required by Item 303 of Regulation S-K.  In addition, to eliminate duplicative disclosures, the SEC also proposed to eliminate Item 301 – Selected Financial Data and Item 302 – Supplementary Financial Read the full article…

Nasdaq Extends Direct Listings

February 07, 2020 in Uncategorized

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 Market having the highest initial listing standards and the Nasdaq Capital Markets being the entry-level tier for most micro- Read the full article…

SEC Fall 2019 Regulatory Agenda

January 31, 2020 in Uncategorized

In late 2019, the SEC published its latest version of its semiannual regulatory agenda and plans for rulemaking with the U.S. Office of Information and Regulatory Affairs. The Office of Information and Regulatory Affairs, which is an executive office of the President, publishes a Unified Agenda of Regulatory and Deregulatory Actions (“Agenda”) with actions that Read the full article…

Terminating Section 15(d) Reporting; Determining Voluntary Reporting Status

January 24, 2020 in Uncategorized

A public company with a class of securities registered under Section 12 or which is subject to Section 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) must file Section 13 reports with the SEC (10-K, 10-Q and 8-K). A company becomes subject to Section 15(d) by filing a registration statement under Read the full article…

NYSE American Board Independence Standards

January 19, 2020 in Uncategorized

NYSE American Company Guide Rule 803 delineates the requirements independent directors and audit committees. NYSE American Company Guide Rule 802 requires that a majority of the board of directors of a listed company be “independent.” Rule 803 requires that all members of the audit committee be independent and defines independence and Rules 804 and 805 Read the full article…

SEC Proposes Amendments To The Accredited Investor Definition

January 10, 2020 in Uncategorized

Four years after issuing its report on the definition of “accredited investors” in December 2015, the SEC has published a proposed rule amendment to the definition.  See HERE for my blog on the SEC’s report.  The amendments were anticipated following an in-depth discussion on the definition contained in the SEC’s Concept Release on Private Offerings Read the full article…

OTCQX Rule Changes

January 04, 2020 in Uncategorized

Effective December 12, 2019, the OTC Markets has implemented changes to the initial and continued quotation requirements for companies listed on the OTCQX. The amendments (i) allow certain qualifying companies to use their regular securities counsel for a letter of introduction in place of an OTCQX sponsor; (ii) establish procedures for a company effecting a Read the full article…

Division of Enforcement 2019 Annual Report

December 24, 2019 in Uncategorized

As my firm does not practice in the enforcement arena, it is not an area I always write about, but this year I found a few trends that are interesting. In particular, just by following published enforcement matters on the SEC’s website, I’ve noticed a large uptick in actions to suspend the trading in, or Read the full article…

Drill Down On NASDAQ Audit Committee Requirements

December 17, 2019 in Uncategorized

I’ve written several times about Nasdaq listing requirements including the general listing requirements and the significant listing standards changes enacted in August of this year.  This blog will drill down on audit committees which are part of the corporate governance requirements for listed companies.  Nasdaq Rule 5605 delineates the requirements for a Board of Directors Read the full article…

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