Market Makers in Going Public Matters l Securities Lawyer 101
The last step in going public transactions is most often obtaining a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”). For a company to obtain a ticker, a market maker must file a Form 211 with the Finance Industry Regulatory Authority (“FINRA”). Only a Market Maker can file a Form 211 to obtain a ticker symbol assignment.
What is a Market Maker?
A market maker is a FINRA registered broker-dealer firm that accepts the risk of holding a certain number of shares of a particular security in order to facilitate trading in that security. Broker-dealers must register with the Financial Industry Regulatory Authority (“FINRA“) to act as a market maker of a security.
Market Maker Regulation
Market Maker activities are regulated by the Securities and Exchange Commission (“SEC”) as well as FINRA. FINRA oversees registration, education and testing of market makers, broker-dealers and registered representatives. FINRA rules governing market makers in going public transactions involve a variety of criteria.
Market Maker Compliance with SEC Rule 15c2-11 in Going Public Transactions
SEC Rule 15c2-11 requires that current public information be made available to investors. This information is initially provided in going public transaction by the market maker when it submits a Form 211 and 15c2-11 application with FINRA fora ticker symbol assignment. FINRA and SEC Rule 15c2-11 require that the market maker has a reasonable basis for believing that the information provided by the company in its Form 211 is accurate and from reliable sources.
FINRA Comment Process in Going Public Transactions
SEC Rule 15c2-11 l Form 211 Application
In a going public transaction, a market maker must submit a Form 211 application to FINRA to apply for the company’s trading symbol. FINRA may render comments to the application which the sponsoring market maker and company must respond to. Once FINRA is satisfied that the disclosures satisfy the requirements of SEC Rule 15c2-11, a trading symbol is assigned and the Market Maker can quote the company’s securities. Once this occurs, the securities of the private company going public can be quoted by the OTC Markets on the OTC Pink Sheets and investors can purchase the company’s securities through their broker.
Form 211 Exclusivity Period for Sponsoring Market Maker
For the first 30 days after a ticker symbol assignment in a going public transaction, only the sponsoring market maker filing the Form 211 can publish quotes of the company’s securities. After the sponsoring market maker has published quotations for the security for at least 30 days, then other market makers can publish quotations.
Market Maker Fees For Form 211 Filings
Market Makers generally earn money by buying stock at a lower price than the price at which they sell it, or selling the stock at a higher price than they purchase it back. FINRA prohibits market makers from charging issuers fees for filing a Form 211 including in going public transactions. Despite the foregoing, unscrupulous market makers frequently find ways to circumvent FINRA’s requirements including by funneling fees for Form 211 filings through transfer agents they control or sham consulting agreements. Engaging in such activities compromise the entire going public transaction and place the company as well as the sponsoring market maker at risk for enforcement action.
FINRA l Market Maker l Shareholder Requirements
The private company seeking to go public must have enough shareholders to demonstrate an active trading market can be established. This means that prior to filing a Form 211 the company should have at least 30 or more non-affiliate shareholders that paid cash consideration for their shares, and have owned those shares for at least 12 months. The private company seeking to go public should have at least 1 million shares outstanding, of which at least 250,000 are free trading shares.
For further information about this securities law blog post, please contact Brenda Hamilton, Securities Attorney at 101 Plaza Real S, Suite 202 N, Boca Raton, Florida, (561) 416-8956, by email at [email protected] or visit www.securitieslawyer101.com. This securities law blog post is provided as a general informational service to clients and friends of Hamilton & Associates Law Group and should not be construed as, and does not constitute, legal and compliance advice on any specific matter, nor does this message create an attorney-client relationship. For more information about going public and the rules and regulations affecting the use of Rule 144, Form 8K, crowdfunding, FINRA Rule 6490, Rule 506 private placement offerings and memorandums, Regulation A, Rule 504 offerings, SEC reporting requirements, SEC registration statements on Form S-1 , IPO’s, OTC Pink Sheet listings, Form 10 OTCBB and OTC Markets disclosure requirements, DTC Chills, Global Locks, reverse mergers, public shells, direct public offerings and direct public offerings please contact Hamilton and Associates at (561) 416-8956 or [email protected]. Please note that the prior results discussed herein do not guarantee similar outcomes.
Hamilton & Associates | Securities Lawyers
Brenda Hamilton, Securities Attorney
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Boca Raton, Florida 33432
Telephone: (561) 416-8956
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