Nasdaq Legal

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A NASDAQ application also requires disclosure of certain investigations, investigations, claims, litigation, arbitrations, hearings and other legal and administrative proceedings involving the Company, its officers or directors, or ten percent (10%) or more shareholders. With respect to the Company, the application requires disclosure of all proceedings within ten years prior to the date of the request (i) initiated by a civil or criminal supervisory authority; (ii) is material to the Company and has been asserted under federal or state securities, banking, insurance, tax or bankruptcy laws; or (iii) is material to the Company and alleges fraud, deception or misrepresentation. Safeguarding and final disposal documents must be provided. If you have a tip or complaint that one of our members is violating Nasdaq rules or federal securities laws, please contact us by email membercomplaints@nasdaq.com. Please be specific with your advice or complaint and provide as much relevant detail as possible to facilitate our review of your concern. There are many advantages to trading on an exchange as opposed to over-the-counter markets. The biggest advantages of an exchange are the ability to attract analysts and institutional investors, and the corresponding increase in liquidity that comes with both. Stocks traded on the NASDAQ tend to have a smaller bid-ask spread, which promotes trading volume and liquidity. Exchange-traded securities are exempt from the penny stock definition, allowing for greater participation by market makers and broker-dealers. As explained below, a broker-dealer cannot recommend a penny stock trade to its retail clients and, therefore, no analyst, financial advisor or institutional investor makes recommendations for buying penny stocks. In today`s world, it is becoming increasingly difficult to deposit shares and/or trade non-exchange-traded securities. Despite congressional efforts and SEC rules to support small-cap capital formation (e.g., the JOBS Act, including regulations for emerging growth companies, the new Regulation A+ and Title III on crowdfunding, and the new FAST Act), the SEC and FINRA continue to lobby broker-dealers. clearing companies and transfer agents through enforcement and investigation procedures.

reduce secondary transactions and the free movement of penny stocks. Learn more about the difficulties of depositing shares. Other common NASDAQ follow-up questions when reviewing a listing application include: (i) a request for analysis of Broadridge`s stock division and listing on NOBO; (ii) a request for a certified list of shareholders; (iii) issues related to the mitigation of going concern notices; (iv) a request for forecasts of the profit and loss account and/or balance sheet for the next 12 months; (v) confirmation that all Sarbanes Oxley Section 302 and 906 certifications have been obtained; and (vi) confirmation that the auditors reviewed all SAS 100 quarterly submissions. After registration, a corporation must meet the standards of continuous registration. To apply for listing on NASDAQ, a company must complete and file an application for listing with NASDAQ that contains certain documents and information. Nasdaq`s I&E team focuses on the regulation of Nasdaq member and associate firms. Nasdaq has the authority to investigate, prosecute, discipline and impose fines and other sanctions on these member firms and related persons if it determines that they have violated the above rules. Nasdaq`s power to investigate and discipline non-member companies and individuals is limited, and investors are best served to turn to other regulators for any questions or concerns regarding these companies and activities. Below is a list of matters that are outside our jurisdiction or are primarily addressed by other regulators. If your concern falls within these areas, please direct your complaint to the appropriate party: The Company must have a compensation committee composed entirely of independent directors and composed of at least two members. In addition, Rule 5605(d)(2)(A) provides for additional oversight of the independence of remuneration committee members.

The compensation committee shall determine the compensation of the Chief Executive Officer and all other officers or recommend it to the Board of Directors as a whole for decision. Please note that the I&E team does not investigate complaints regarding the above. The Corporate Governance Certification Form certifies compliance with the governance requirements relating to an audit committee, the director nomination process, the compensation committee, the composition of the board of directors, executive meetings, quorum and codes of conduct. If an exemption applies, the form requires the conditions of the exemption to be indicated. The form specifies the various rules and exceptions in a check box format. An application for listing from an existing U.S. market, such as OTC markets, must (i) contain letters from 3 market makers confirming their consent to create a market for the securities in question upon acceptance of a listing on NASDAQ; (ii) a registration agreement; (iii) a logo submission form; (iv) a corporate governance certification form; (v) regulatory correspondence in the last 12 months; and (vi) shareholder confirmation documents. In addition, in an overlisting request, NASDAQ often requests written confirmation from the company`s transfer agent that the security is eligible for the DRS (Direct Registration Program). * To be eligible for the closing price option, a company must: (i) have average annual sales of $6 million for three years or (ii) net tangible capital assets of $5 million, or (iii) net tangible assets of $2 million and a 3-year operating history, in addition to meeting the other financial and liquidity requirements listed above. In addition, all private offers, including interim financing, inventory records and S offers, that are “contemplated or have been completed within the last six months” must be disclosed.

A planned incomplete or cancelled offer may result in additional questions and therefore caution should be exercised when introducing private offers before a planned listing or upgrade. Companies may want to be listed on the NASDAQ because it gives them better access to capital and gives their shares more liquidity.

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