What we help issuers accomplish on Nasdaq & NYSE Compliance
We advise issuers on Nasdaq and NYSE corporate governance and continued listing requirements, including board composition, audit committee standards, shareholder approval rules, and ongoing compliance planning. We also support uplisting preparation and governance readiness for foreign and domestic issuers accessing U.S. public markets.
Issuers come to us to reduce risk and avoid surprises in the transition to (or life as) a U.S. public company. Our work typically focuses on:
Governance readiness: board independence, committee structure, charters, policies
Continued listing compliance: monitoring obligations and responding to deficiency triggers
Shareholder approvals: planning equity issuances and corporate actions to avoid listing issues
Disclosure alignment: ensuring governance and compliance practices match public disclosures
Uplisting preparation: gap analyses for OTC issuers targeting Nasdaq or NYSE
Typical engagement: a structured gap analysis plus an implementable compliance plan that management can run year-round.
Continued listing compliance for issuers
Continued listing requirements are not just “check the box” items—they require ongoing monitoring and timely documentation. We help issuers build a compliance cadence that can be maintained through management changes, growth, acquisitions, and financing events.
Common continued listing workstreams include:
Compliance calendar + monitoring: board/committee cycles, approvals, periodic filings, policy refresh
Governance maintenance: independence determinations, committee memberships, charters, annual reviews
Deficiency prevention: proactive review of factors that can lead to notices or delisting risk
Remediation support: if a notice arises, planning and documenting corrective actions
Coordination: working alongside auditors, finance, and IR teams to align governance and disclosures
Deliverable (example): a Continued Listing & Governance Playbook customized to your cap table, governance structure, and transaction plans.
Board composition, independence, and committee structure
Exchange governance frameworks frequently expect issuers to maintain:
Board independence standards and documentation
Committee structures aligned to listing rules and best practices
Clear charters, delegated authority, and meeting cadence
We assist with:
board composition planning (including independence considerations)
committee structure and role definitions
committee charters and governance documentation
board/committee resolutions and formal approvals
For foreign issuers: we evaluate governance expectations and document structures that fit your organization while meeting U.S. market norms.
Audit committee rules and financial reporting governance
Audit committee requirements are often the area where readiness gaps surface—especially when issuers are scaling quickly or transitioning auditors.
We advise issuers on:
audit committee composition and responsibilities
financial reporting oversight protocols
coordination issues among management, audit committee, and auditors
documentation practices that support disclosure and compliance
Practical focus: helping the audit committee operate with consistent process, minutes discipline, and escalation paths—so issues are surfaced early.
Shareholder approval rules and equity issuance planning
Equity issuances, corporate actions, and financing structures can trigger shareholder approval or other governance requirements that affect listing compliance and transaction timing.
We support planning and execution for:
equity compensation plans and amendments
private placements / registered offerings (governance and approvals workstreams)
transactions involving related parties or control considerations
corporate actions such as reverse splits, recapitalizations, and reorganizations
uplisting-related actions that require clean approvals and documentation
Outcome: deal timelines with fewer “last-minute” governance blockers.
Policies and governance documents we help implement
A strong governance foundation includes clear, workable policies that match how the company actually operates. We commonly help issuers adopt or refine:
Insider trading policy + preclearance procedures
Code of ethics/conduct
Reg FD and communications policy
Whistleblower policy and escalation procedures
Committee charters (audit/comp/nominating-governance)
Disclosure controls and procedures framework (governance side)
Corporate governance guidelines
Board and committee annual self-assessment structure (if desired)
Uplisting preparation and governance gap analysis (OTC → Nasdaq/NYSE)
If you are currently on OTC Markets (OTCID/OTCQB/OTCQX) and pursuing a future uplisting, governance and continued listing readiness should be addressed early—often before major financing or cap table events.
Our uplisting readiness work typically includes:
governance gap analysis (board/committee/policies/documentation)
timeline and “critical path” planning
cap table and approvals strategy for planned issuances
disclosures alignment (risk factors, related-party, governance narrative)
Related pages:
Foreign issuers and cross-border considerations
Foreign issuers often need U.S.-market governance systems that integrate with home-country practice and stakeholder expectations. We help foreign issuers:
Identify U.S. governance expectations that affect listing readiness
Document board/committee practices and authority clearly
Coordinate cross-border advisors and timelines
Align governance practices with public disclosures and investor communications
We aim to keep governance practical, built around what your management and board can run consistently.
Contact Us
If your company is considering a public market strategy, contact Brenda Hamilton to discuss your going public plans.