Section 13d reporting requirements need updating

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However, many companies not facing near term delisting pressure may also wish to consider this possibility.Public company burdens are particularly acute for companies with a market capitalization of less than million and total revenues of under 0 million.A “going private” transaction generally involves the cash-out of all or a substantial portion of a company’s public shares so that the company becomes eligible to delist and deregister its shares under the Exchange Act.“Going private” transactions can take many forms and may involve a merger, tender offer or reverse split of the company’s shares.Nevertheless, such a liquidity event could be undertaken in connection with a “going dark” transaction by a company that has the cash resources to offer one, provided that care is taken not to trigger the “going private” rules. Delisting and Deregistration under Section 12(b) The “going dark” rules are simple in conception, but can be complex and highly technical in their practical application. Listed issuers are entitled to delist their securities voluntarily and to deregister them under Section 12(b) of the Exchange Act by filing a Form 25 with the SEC.Procedures for “Going Dark” To understand the “going dark” procedure, it is first necessary to understand what triggers Exchange Act reporting requirements. Exchange, using Rule 12h-6 would not technically be “going dark,” although it would involve withdrawal from the U. The issuer must give notice of its intention to file the Form 25 and issue a press release announcing that intention ten days prior to filing the Form 25.

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The SEC has the authority to deny such a request for termination, but has rarely done so. Set forth below is a timeline outlining the significant procedural steps in a typical “going dark” transaction for a domestic listed company.This is because, in counting record holders, in general, the issuer need only count the number of registered holders on its shareholder list and if depositaries are listed, the number of holders for whom the depositary holds securities. Foreign private issuers can also delist and deregister under Exchange Act Rule 12h-6 but that Rule requires the company to have and maintain a foreign listing which is its primary trading market. Deregistration under Section 12(g) and Suspension of Reporting Obligations under Section 15(d) Once delisted, a company may nonetheless be required to continue reporting pursuant to Section 12(g) of the Exchange Act if it has more than 500 holders of record and total assets exceeding million, or pursuant to Section 15(d) of the Exchange Act if it at any time had an effective Registration Statement under the Securities Act of 1933. In either case, the company will need to file a Form 15 certifying that the number of shareholders of record of the class of securities to be deregistered is less than 300 persons to deregister under Section 12(g) and, if applicable, suspend its reporting obligations under Section 15(d).After “going dark,” an issuer’s reporting obligations can be reinstated if the issuer exceeds the limit on the number of record holders on the first day of any fiscal year after it files a Form 15.Public company compliance costs can range from

The SEC has the authority to deny such a request for termination, but has rarely done so. Set forth below is a timeline outlining the significant procedural steps in a typical “going dark” transaction for a domestic listed company.

This is because, in counting record holders, in general, the issuer need only count the number of registered holders on its shareholder list and if depositaries are listed, the number of holders for whom the depositary holds securities. Foreign private issuers can also delist and deregister under Exchange Act Rule 12h-6 but that Rule requires the company to have and maintain a foreign listing which is its primary trading market. Deregistration under Section 12(g) and Suspension of Reporting Obligations under Section 15(d) Once delisted, a company may nonetheless be required to continue reporting pursuant to Section 12(g) of the Exchange Act if it has more than 500 holders of record and total assets exceeding $10 million, or pursuant to Section 15(d) of the Exchange Act if it at any time had an effective Registration Statement under the Securities Act of 1933. In either case, the company will need to file a Form 15 certifying that the number of shareholders of record of the class of securities to be deregistered is less than 300 persons to deregister under Section 12(g) and, if applicable, suspend its reporting obligations under Section 15(d).

After “going dark,” an issuer’s reporting obligations can be reinstated if the issuer exceeds the limit on the number of record holders on the first day of any fiscal year after it files a Form 15.

Public company compliance costs can range from $1.0 million to over $3.0 million annually even for such a relatively small company.

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The SEC has the authority to deny such a request for termination, but has rarely done so. Set forth below is a timeline outlining the significant procedural steps in a typical “going dark” transaction for a domestic listed company.This is because, in counting record holders, in general, the issuer need only count the number of registered holders on its shareholder list and if depositaries are listed, the number of holders for whom the depositary holds securities. Foreign private issuers can also delist and deregister under Exchange Act Rule 12h-6 but that Rule requires the company to have and maintain a foreign listing which is its primary trading market. Deregistration under Section 12(g) and Suspension of Reporting Obligations under Section 15(d) Once delisted, a company may nonetheless be required to continue reporting pursuant to Section 12(g) of the Exchange Act if it has more than 500 holders of record and total assets exceeding $10 million, or pursuant to Section 15(d) of the Exchange Act if it at any time had an effective Registration Statement under the Securities Act of 1933. In either case, the company will need to file a Form 15 certifying that the number of shareholders of record of the class of securities to be deregistered is less than 300 persons to deregister under Section 12(g) and, if applicable, suspend its reporting obligations under Section 15(d).After “going dark,” an issuer’s reporting obligations can be reinstated if the issuer exceeds the limit on the number of record holders on the first day of any fiscal year after it files a Form 15.Public company compliance costs can range from $1.0 million to over $3.0 million annually even for such a relatively small company.

.0 million to over .0 million annually even for such a relatively small company.

The more troubled the issuer, the more burdensome public company status can become as a company spends a greater proportion of its diminishing resources dealing with difficult disclosure and accounting questions.To avoid having to reregister, companies which have “gone dark” should carefully monitor the number of record holders they have during the year, and take steps (such as a reverse stock split or stock repurchase or tender) to ensure that they continue to have less than 300 record holders before the applicable test dates under Sections 12(g) and 15(d).

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