Securities Law

  1. Canadian Stock Exchange Checklist (2015) - Checklist for a public listing on the Canadian Stock Exchange via IPO.
  2. OTC Market, The General Practitioner of Michigan (2012) - Every private company should consider the advantages and disadvantages of going public when promoting the growth of their operations and earnings. Because of the benefits a public company can offer, a company should consider taking their company to this next stage of growth and the various avenues to do so. The most known and prestigious stock exchanges, such as NASDAQ and NYSE, are catered to larger and more established companies, however, there are trading boards available for smaller companies as well which encompass many of the large stock exchange characteristics. The over the counter (OTC) market provides an alternative for companies that do not wish to be listed on a U.S. stock exchange or do not meet the relevant listing requirements to do so. The OTC market has a wide range of companies which are assigned a Market Tier based on how the company chooses to do its disclosures and how established the company is; these tiers include OTCQX, OTCQB and OTC Pink. OTC Pink is the bottom tier of the OTC market. It is a speculative trading marketplace that helps broker-dealers receive the best prices for investors. OTCQB is the middle tier of the OTC market and was created in 2010 to help investors identify OTC-traded companies that report to the SEC or a U.S. banking regulator. Prior to OTCQB, the OTC Bulletin Board was designated for this purpose but now only 5% of all OTC priced quotes are published there. The top tier of the OTC market is OTCQX which represents a trillion dollars of market capitalization.
  3. CNSX vs. TSX-V (2011) - The Toronto Stock Exchange Venture (TSX-V) and the Canadian National Stock Exchange (CNSX) are both public capital markets that cater to small cap companies that wish to expand their equity financing opportunities. There are many listing requirements to be complied with and several advantages/disadvantages for each market that are analyzed below.
  4. Is it really a shell company? They're not all shells., The General Practitioner of Michigan (2011) - Companies trying to go public on the Over the Counter Bulletin Board (OTC-BB) have many hoops to jump through before they accomplish that goal. There are several strategic approaches a company can take to go public, and the necessary steps are generally defined by the Securities and Exchange Commission (SEC). However, there is one unclear label that can impact the direction of the company once it goes public – whether the company is labeled a “shell company.” Every public company must indicate on the front cover of every quarterly and annual report it files with the SEC whether the company is a shell. Essentially, this is stating the status of the company - whether the company is a nominal assets or operations company. Determining the company status as a shell is important because it establishes the procedure and guidelines the company will subsequently have to follow. Typically, the procedure and guidelines are tougher on zero operation companies than structurally and profitably sound ones. Therefore, most companies will try to avoid being classified as a shell company. Furthermore, the classification of a shell has a negative connotation that implies a fake company and creates an undue hardship on legitimate, early-stage companies trying to go public. This ultimately triggers an important issue: what are the specific characteristics of a shell company? Unfortunately, there are no clear objective guidelines as to what constitutes a shell for purposes of seeking a listing on the OTC-BB. The definition is so subjective that it makes it virtually impossible for some companies (especially developmental-stage companies) to know if they should be calling themselves shells. Because this step has such a significant impact on the future of these companies, the SEC should narrow and more clearly define the definition of a shell so legitimate companies with potential will not have to distinguish themselves under the restrictive, disparaging label.