I’m attorney Laura Anthony founding partner
of Legal & Compliance, a full service corporate,
securities, and business transactions law
firm.
Today is a continuation in a multipart LawCast
discussing OTC Markets and in particular the
different quotation levels and listing criteria
for each level.
In this series of LawCast I have recently
discussed the OTCQB marketplace and quotation
criteria.
Today I will continue that discussion and
include the role of the “going public attorney”
as we are sometimes referred to.
As previously discussed, an OTCQB listing
is available for U.S. reporting issuers, International
companies and bank reporting companies.
Bank reporting companies must meet all the
same requirements as all other OTCQB companies
except for the SEC reporting requirements.
Instead, bank reporting companies are required
to post on the OTC Markets website, their
prior two years’ and ongoing yearly disclosure
that are filed with that company’s bank
regulator, In addition to the same requirements
for all issuers as previously discussed, foreign
issuers must be listed on a Qualified Foreign
Exchange and be compliant with SEC Rule 12g3-2(b).
Also, a foreign entity must submit a letter
of introduction from a qualified Principal
American Liason or PAL which states that the
PAL has a reasonable belief that the company
is in compliance with SEC Rule 12g3-2(b),
is listed on a Qualified Foreign Exchange,
and has posted required disclosure on the
OTC Markets website.
A foreign entity must post two years’ historical
and ongoing quarterly and annual reports,
in English, on the OTC Markets website.
Any company may be removed from the OTCQB
if, at any time, it fails to meet the eligibility
and continued quotation requirements subject
to a 30-day notice and opportunity to cure.
Accordingly as always details determine diligence
and each OTCQB quoted entity must diligently
maintain compliance with the quotation requirements.
In addition, OTC Markets Group may remove
the company’s securities from trading on
OTCQB immediately and at any time, without
notice, if OTC Markets Group, in its sole
and absolute discretion, believes the continued
inclusion of the company’s securities would
impair the reputation or integrity of OTC
Markets Group or be detrimental to the interests
of investors.
Also, OTC Markets can temporarily suspend
trading on the OTCQB pending investigation
or further due diligence review.
A company may voluntarily withdraw from the
OTCQB with 24 hours’ notice.
Securities Attorneys on the OTCQB.
I’m securities attorney Laura Anthony, founding
partner of Legal & Compliance.
Should you have any questions about today’s
topic, please visit securitieslawblog.com,
and LawCast.com, or contact me directly.
Inquiries of a technical nature are always
encouraged.
