Navigating Corporate Governance: Requirements for Nasdaq and NYSE Companies
Going public is a thrilling milestone for any company, but it comes with a hefty dose of responsibility. If you’re eyeing a listing on the New York Stock Exchange (NYSE) or Nasdaq Stock Market (Nasdaq), you’ll need to align your board and operations with robust corporate governance standards. These rules, enforced by the exchanges and the Securities and Exchange Commission (SEC), aim to promote accountability, fairness, and investor confidence. In this post, we’ll break down the key requirements, from board setup to committee roles, while highlighting some nuances and recent developments. Think of this as your roadmap to building a compliant—and effective—governance structure. Read More
Navigating SEC Disclosures: Director and Executive Officer Information
In the securities industry, transparency isn’t just a buzzword—it’s a legal mandate. The U.S. Securities and Exchange Commission (SEC) plays a crucial role in ensuring that investors have the tools to make smart decisions. One key piece of this puzzle is Item 401 of Regulation S-K, which outlines the disclosures companies must make about their directors, executive officers, and nominees. This information helps shareholders evaluate leadership quality, governance practices, and potential risks when voting on board elections or assessing investment opportunities.
Think of it as a resume for the company’s top brass: it covers everything from basic bios to potential red flags. These details appear in key filings like Form S-1 for IPOs, proxy statements for annual meetings, and Form 10-K annual reports. But why does this matter? Strong leadership correlates with better company performance, and hidden conflicts or past issues can spell trouble. In fact, according to a 2023 study by the CFA Institute, investors increasingly prioritize governance factors, with 78% saying board composition influences their decisions.
In this blog post, we’ll break down the core requirements of Item 401, rephrased and expanded for clarity. I’ll also weave in some real-world context, tips for compliance, and recent developments to give you a fuller picture. Let’s dive in. Read More
Navigating SEC Form 6-K
For foreign private issuers (FPIs) listed in the United States, staying compliant with U.S. Securities and Exchange Commission (SEC) regulations is a critical task. Among the various reporting obligations, Form 6-K stands out as a key mechanism for providing ongoing disclosures about corporate developments. While it may seem straightforward—submit press releases, shareholder reports, and other published materials to the SEC—Form 6-K is layered with complexities that require careful navigation. In this blog, we dive into the essentials of Form 6-K, its requirements, practical considerations, and how it integrates with other SEC filings like Form F-3, drawing on insights from years of market practice. Read More
Navigating the Nasdaq Listing Process
Listing on Nasdaq is a major milestone for companies aiming to go public, offering access to global capital markets and increased visibility. However, the process is complex, requiring careful preparation and compliance with strict regulatory standards. This guide provides a clear roadmap, detailing essential steps, required filings, and practical insights to help your company achieve a successful listing. Read More
NASDAQ Listing Process and Documentation
The NASDAQ listing process involves several steps and requirements for companies seeking to list their securities on one of NASDAQ’s three market tiers: the NASDAQ Capital Market, NASDAQ Global Market, or NASDAQ Global Select Market. Companies going public seeking to list on Nasdaq should be familiar with the process and documentation required to ensure timely approval of the application.
Below is a detailed overview of the process and the forms required for submission through the NASDAQ Listing Center portal. Read More
NASDAQ Corporate Governance Requirements for Foreign Private Issuers
Public companies that are foreign private issuers listed on the Nasdaq Stock Exchange are subject to specific corporate governance requirements, which are less stringent than those applied to U.S.-based issuers. These issuers may adhere to their home country’s corporate governance practices, provided they meet certain Nasdaq mandates. Key requirements include:
- Publicly disclosing any Nasdaq rule not followed, along with a description of the home country practice adopted instead.
- Avoiding disproportionate restrictions or reductions in the voting rights of common shareholders, unless permitted by home country laws and subject to specific exceptions.
- Promptly notifying Nasdaq if an executive officer becomes aware of any noncompliance with exchange rules.
- Maintaining an audit committee that complies with the standards outlined below.
The Impact of Social Media on Market Manipulation
Social media has transformed the way information spreads, connecting billions of users instantly. While this connectivity fosters communication and engagement, it also creates fertile ground for market manipulation. Social media platforms, with their vast reach and rapid dissemination, can be exploited to spread misinformation, manipulate stock prices, and influence investor behavior. This article explores how social media facilitates market manipulation, the mechanisms behind it, and the broader implications for financial markets. Read More
Regulation of Financial Influencers: Navigating Securities Law Violations and SEC Enforcement
In the age of social media, financial influencers, or “finfluencers,” have become powerful voices in shaping investment decisions. With large followings on platforms like TikTok, Instagram, YouTube, and X, finfluencers offer financial advice, promote investment products, and share trading strategies, often in an engaging, relatable style. While they have democratized access to financial education, their activities have raised significant concerns about potential securities law violations. Regulatory bodies, particularly the U.S. Securities and Exchange Commission (SEC) and the Financial Industry Regulatory Authority (FINRA), have intensified efforts to address these issues, targeting misleading promotions, undisclosed conflicts of interest, and market manipulation. This article explores the risks of securities law violations by finfluencers, including within the cryptocurrency industry, the SEC’s regulatory responses, and real-life examples of enforcement actions. Read More
SEC Axes NYSE and NASDAQ Diversity and Climate Change Disclosures
In recent months, Nasdaq Stock Market LLC (“Nasdaq”) diversity rules and Securities and Exchange Commission (“SEC”) climate disclosures for public companies have been struck down. On December 11, 2024, the Court of Appeals for the Fifth Circuit struck down the proposed diversity disclosure rules by Nasdaq, and on March 27, 2025, the SEC voted to end its defense of the rules requiring disclosure of climate-related risks and greenhouse gas emissions. Read More
SEC charges William A. Justice, Brian D. Shibley, Randell R. Torno, and Keith A. Rosenbaum for their roles in the Phillip Verges $112 million pump-and-dump scheme
On July 1, 2025, the Securities and Exchange Commission (“SEC“) charged William A. Justice, Brian D. Shibley, and Randell R. Torno, each a former Chief Executive Officer (“CEO”) of a penny-stock public company, and Keith A. Rosenbaum, a disbarred California attorney, for their roles in an alleged $112 million pump-and-dump scheme orchestrated by Texas resident Philip Verges.
The SEC previously filed charges against Verges, as well as James D. Tilton, Jr., Robert F. Malin, Linda Malin, and Blue Citi, LLC, on September 26, 2023, for their roles in the alleged scheme, which involved the public securities of Alternet Systems, Inc. (“ALYI”), Priority Aviation, Inc. (“PJET”), Puration, Inc. (“PURA”), Vaycaychella, Inc. (“VAYK”), and WaterPure International, Inc. (“WPUR”).
The SEC’s complaint alleges that, from approximately June 2017 through June 2022, at Verges’ direction, the CEOs (Justice, Shibley and Torno), signed, or allowed their signatures to appear on, disclosure statements published by a penny stock trading platform that they reasonably should have known contained materially false and misleading information regarding who prepared the penny-stock issuers’ financial statements and also concealed Verges’s control of the penny-stock issuers. In particular, according to the SEC, Justice served as the CEO of VAYK, Shibley served as the CEO of PURA, and Torno served as the CEO of ALYI. Read More
Finra’s Role in IPOs for Nasdaq and NYSE Listings
Launching an Initial Public Offering (IPO) on the Nasdaq or NYSE is a significant milestone for companies aiming to access public capital markets. These prestigious exchanges offer visibility, liquidity, and credibility, but the process involves stringent regulatory oversight. A key player in this journey is the Financial Industry Regulatory Authority (FINRA), which ensures that underwriting terms for IPOs are fair and transparent. This article explores FINRA’s critical role in IPOs, including compliance with Rules 5110 and 5121, to assist issuers and underwriters in navigating the path to going public successfully.
FINRA’s Oversight in the IPO Process
When a company pursues an IPO and seeks listing on Nasdaq or NYSE, it must adhere to FINRA’s regulations, particularly if a FINRA member firm acts as an underwriter, dealer, or distributor—collectively known as a “Participating Member.” These members play a vital role in preparing offering documents, distributing shares, or providing advisory services. However, firms offering only independent financial advice are not considered Participating Members. Read More
A Beginner’s Guide to Listing on the OTCID Basic Market
On July 1, 2025, OTC Markets introduced the OTCID Basic Market, replacing the OTC Pink Market. This new platform offers a streamlined way for both public and private companies looking to go public to trade their securities while ensuring transparency for investors, brokers, and regulators. If you’re considering listing your company on the OTCID, this guide breaks down the key requirements and steps in a simple, approachable way. Read More
Understanding Form S-3: A Guide to Securities Registration
Form S-3 is a streamlined registration statement under the Securities Act, utilized by companies to register various securities for public offerings. This article explores what Form S-3 entails, its eligibility criteria, and how it functions, including its role in shelf registrations and financial reporting requirements.
What is Form S-3?
Form S-3 is a concise filing option that enables issuers to register a range of securities, such as common and preferred stocks, debt instruments, options, warrants, and guarantees. It supports both primary offerings (where the issuer sells its securities directly) and secondary offerings (where existing securities are resold by holders other than the issuer). The form accommodates immediate, future, or ongoing sales of securities, providing flexibility for issuers.
Unlike the more detailed Form S-1, Form S-3 relies heavily on incorporating information by reference from existing Exchange Act reports, such as Forms 10-K and 10-Q. This approach reduces the need for extensive disclosures in the prospectus, as it automatically updates with subsequent Exchange Act filings, ensuring the information remains current. Read More
Terminating SEC Reporting Obligations in Abandoned IPOs
An Initial Public Offering (IPO) represents a significant milestone for companies seeking to go public, particularly for smaller issuers targeting listings on exchanges such as the NASDAQ Capital Market or NYSE American. However, not all IPOs are successful, and the fallout from a failed or abandoned IPO can be substantial. This article examines why IPOs fail, the implications of SEC reporting obligations under Section 15(d) of the Securities Exchange Act of 1934, and the crucial steps companies can take to fulfill these obligations after an abandoned IPO. We’ll also dive deeper into the causes and consequences of failed IPOs to provide a comprehensive guide for businesses and investors. Read More
Navigating SEC Reporting: Suspension and Voluntary Filer Status Explained
When a public company is registered under Section 12 or subject to Section 15(d) of the Securities Exchange Act of 1934, it must file periodic reports like Forms 10-K, 10-Q, and 8-K with the Securities and Exchange Commission (SEC). These requirements stem from registering securities via a Form S-1 or F-1 under the Securities Act of 1933, as amended (the “Securities Act”), or through the Securities Exchange Act of 1934 (the “Securities Exchange Act”) via Form 10, 20-F, or 8-A.
Understanding how to suspend these obligations or transition to voluntary filer status can save companies time and resources. This guide breaks down the process in a clear, actionable way. Read More
What Is Form S-8? A Comprehensive Guide for SEC Registrants
Registration of securities on Form S-8 is a short-form registration statement under the Securities Act of 1933, as amended, providing significant benefits to small issuers. Form S-8 is available to register securities offered to employees and consultants under benefit plans under limited circumstances.
A registration statement on Form S-8 offers benefits to SEC reporting companies because it becomes effective upon filing and the shares registered may be issued without a restrictive legend. Whether you’re a legal advisor, a compliance professional, or part of a corporate finance team, understanding this form is key to executing employee stock plans efficiently and legally. Read More
SEC Staff Gears Up to Absorb PCAOB Duties if It’s Abolished
The Securities and Exchange Commission (SEC) is mapping out plans to take over the functions of the Public Company Accounting Oversight Board (PCAOB) should Congress eliminate the board through a budget reconciliation bill, Acting SEC Chief Accountant Ryan Wolfe said at a June 11 financial reporting conference.
The PCAOB is a nonprofit corporation established by the Sarbanes-Oxley Act of 2002. It was created in response to major corporate accounting scandals, such as those involving Enron and WorldCom, which undermined public confidence in the reliability of financial reporting and auditing.
The PCAOB’s primary mission is to oversee the audits of public companies, protecting investors and the public interest by promoting accurate, independent, and informative audit reports. It also has authority over audits of broker-dealers registered with the SEC. Its key functions include:
- Registering public accounting firms that prepare audit reports for public companies.
- Establishing auditing and related professional practice standards.
- Inspecting registered public accounting firms for compliance with laws and standards.
- Investigating and disciplining firms and associated individuals for violations.
This legislative move was included in a House Financial Services Committee budget proposal that narrowly passed in early May. It would dissolve the PCAOB, consolidate its responsibilities with the SEC, and terminate the audit board’s funding mechanism, which relies on accounting support fees. Read More
What is an Affiliate under SEC Rules?
Published June 25, 2025
In the complex world of U.S. securities laws, few concepts hold as much practical weight as the status of an “affiliate”. This seemingly technical label influences a wide range of pivotal decisions for companies and their shareholders, from the resale of shares to the selection of the appropriate registration form with the Securities and Exchange Commission (the “SEC“). Given that affiliate status can shape everything from Rule 144 transactions to a company’s qualification as a large accelerated filer, it’s crucial for companies and their management to have a clear understanding of what “affiliate” means under the Securities Act of 1933 (the “Securities Act”) and the Securities Exchange Act of 1934 (the “Exchange Act”).
In this article, we’ll explore the definition of affiliate, what control looks like in practice, and the far-reaching implications of affiliate status in the day-to-day operations of companies and their shareholders. Read More
Nasdaq Initial Listing Guide: Capital Market Standards (2025)
Published June 24, 2025
Going public is a pivotal step for any company, marking the shift from private to public ownership. The Nasdaq Capital Market is a top choice for early-stage companies aiming to access public capital. Listing on the Nasdaq Capital Market isn’t just about prestige; it’s a strategic move to raise funds for growth, innovation, and expansion.
- A Nasdaq listing boosts a company’s visibility and credibility, attracting institutional investors and media attention. It also provides a transparent, market-driven valuation, making stock options more attractive to top talent.
- Public trading creates liquidity, giving founders, employees and early investors a clear exit strategy.
- The daily share price reflects real-time performance, pushing management to focus on long-term value.
- Being public means meeting high standards of financial health and governance, signaling readiness for global scrutiny.
- The process is demanding, but the rewards, capital, visibility and liquidity can transform a company’s future.
For many, joining NASDAQ is the essential next step toward becoming a market leader. It’s not just a milestone, it’s a launchpad for sustained growth.
Listing on NASDAQ follows a clear, structured timeline from application to trading. It begins with reserving a ticker symbol and submitting a formal application, along with supporting documents and the required fees. NASDAQ assigns a dedicated analyst to review the application and ensure all financial and governance standards are met. The analyst may request additional information, so prompt responses are crucial to avoid delays. Once requirements are satisfied, NASDAQ issues a conditional approval letter. Final approval depends on completing the public offering (usually done through a Form S-1 filing with the Securities and Exchange Commission) and meeting shareholder and market value thresholds. The company coordinates with NASDAQ to set its debut trading day after SEC clearance.
Below, we provide a full guide for getting listed on the Nasdaq Capital Market.
SEC Dealer Rule Collapse: Impact on Toxic Lenders & OTC Penny Stocks
Posted: June 13, 2025
Over the past 15 years, OTC issuers and investors have witnessed seismic changes across the microcap landscape. We’ve paid particular attention to OTC issuers in this blog. We’ve followed them from the high-profile stock promotions days, which made millions for company insiders and savvy traders in the early 2010s to the nightmare of the SEC’s amended Rule 15c2-11, which was aimed at eliminating shell companies and shutting down pump-and-dump schemes that defined the penny stock market in the 2010s and early 2020s.
This article explores the rise of toxic lenders, new SEC enforcement strategies, and the long-running battle over dealer registration rules that had a significant impact on the penny stock market. Read More
SEC Form 8-K Current Reports – SEC Reporting Requirements
A Form 8-K is a current report that public companies must file with the Securities and Exchange Commission (“SEC”) to report material events that could impact investors and the company’s stock price. The information required by Form 8-K is considered to be “material” information. This means that there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision.
Who must file Form 8‐K?
All U.S. “reporting” companies are responsible for filing a Form 8-K. Foreign issuers that report in the United States use a Form 6‐K, which has different requirements.
Under what circumstances must a Form 8‐K be filed?
Under applicable SEC rules for periodic reporting, an SEC reporting issuer must generally report certain current events on Form 8-K within four business days after a triggering event has occurred.
The following is a list of the events that trigger a filing, along with the corresponding Section and Item references from Form 8‐K: Read More
FINRA Corporate Action Requests
Corporate actions can range from making a change to a company’s name to issuing a dividend or restructuring the company through a merger or bankruptcy. The corporate action typically aims to influence a company’s stock value and shareholder rights. It also helps in the accomplishment of several objectives, such as raising capital, returning capital to shareholders, restructuring the company, and enhancing liquidity.
Federal securities regulations task the Financial Industry Regulatory Authority (“FINRA“) with processing corporate action announcement requests by companies that trade in the over-the-counter (OTC) marketplace. Corporate actions reportable to FINRA generally include name or trading symbol changes, stock splits, dividends, mergers and acquisitions, and domicile changes. Read More
Ronald Bauer Sentenced To 20 Months For Pump-And-Dump Scheme
On March 20, 2025, the United States Attorney for the Southern District of New York announced that RONALD BAUER was sentenced to 20 months in prison for manipulating seven different stocks in a “pump-and-dump” scheme designed to fraudulently inflate the value of BAUER’s own shares in those companies. BAUER pleaded guilty on November 4, 2024.
According to the Indictment, public filings, and statements made in court proceedings, BAUER, a Canadian-UK citizen, orchestrated multiple “pump-and-dump” schemes after previously being sanctioned by the SEC in 2006 when, without admitting or denying the allegations, BAUER consented to the entry of a judgment against him providing for injunctive relief, barring BAUER from serving as an officer or director of a public company or participating in an offering of penny stock for a period of five years, and payment of disgorgement of $840,000.
In his guilty plea, BAUER admitted to securities fraud involving seven issuers: Cantabio Pharmaceuticals Inc. (CTBO) (previously Lion Consulting Group (LIOC)); Virtus Oil and Gas Corp. (VOIL) (previously Curry Gold Corp. (CURGD)); Steampunk Wizards (SPWZ) (previously Freedom Petroleum (FPET) and now known as Tianci International Inc (CIIT)); Black Stallion Oil and Gas Inc. (BLKG) (previously Secure IT Corp.); PetroTerra Corp. (previously Loran Connection Corp (LRNC) and now known as Transportation and Logistics Systems Inc (TLSS)); Black River Petroleum (BRPC) (previously American Copper Corp. (AMCU) and now known as Viva Entertainment Group, Inc. (OTTV)); and Cyberfort Software Inc. (CYBF) (previously Patriot Berry Farms (PBFI)) (collectively, the “Issuers”). Read More
Risk Factors and Other Hot Topics for Public Companies to Consider in 2025
Each year, as companies prepare to draft their year-end Annual Reports on Form 10-K, changes in rules, regulations, and disclosure trends, along with new laws and executive orders from the current presidential administration, can add complexity and uncertainty. The following are key considerations and reminders for companies. Read More
SEC Axes NYSE and NASDAQ Diversity and Climate Change Disclosures
In recent months, Nasdaq Stock Market LLC (“Nasdaq”) diversity rules and Securities and Exchange Commission (“SEC”) climate disclosures for public companies have been struck down. On December 11, 2024, the Court of Appeals for the Fifth Circuit struck down the proposed diversity disclosure rules by Nasdaq, and on March 27, 2025, the SEC voted to end its defense of the rules requiring disclosure of climate-related risks and greenhouse gas emissions. Read More
When is a NYSE and NASDAQ Director independent? Independent Director Compliance
Both the Nasdaq Stock Exchange (Nasdaq) and the New York Stock Exchange (NYSE) impose a requirement that a majority of the board of directors of their listed companies be independent directors.
Recent litigation, including SEC enforcement actions, demonstrates that officers and directors of listed companies should carefully consider this requirement. The determination of director independence is a fact-based analysis that can make compliance difficult. The specific facts of the relationship and other factors can disqualify an otherwise independent director from participating in board decisions. Complicating the analysis further, directors can be considered independent for one purpose but not another. The status of independent directors must be reassessed based on a variety of events, which vary depending on the particular facts.
In an October 2024 SEC action by the SEC’s Division of Enforcement, the SEC targeted a former Chief Executive Officer and director who failed to disclose a close personal friendship with another company executive. The SEC alleged that this lack of disclosure resulted in misleading proxy disclosures concerning his independence. The defendant in the case agreed to a five-year officer and director bar and a $175,000 civil penalty in the action.
Another highly publicized case involves a Delaware Chancery Court’s Tornetta decision, which invalidated Elon Musk’s compensation package for 2018. In that case, his lack of independence was a significant factor in the court’s determination that the compensation package was invalid. Read More
SEC Provides Rule 506(c) Guidance for Accredited Investor Verification
On March 12, 2025, the Securities and Exchange Commission (the “SEC”) Division of Corporation Finance issued a no-action letter providing SEC guidance as to Rule 506(c) of Regulation D of the Securities Act of 1933 (the “Securities Act”). The SEC guidance provides private and public companies with an easier path to rely on Rule 506(c) and advertise and raise investment funds from investors publicly and privately pursuant to the Rule 506(c) exemption. Unlike Rule 506(c), Rule 506(b) of Regulation D places limits on general solicitation and advertising.
Regulation D provides an attractive alternative to the registration requirements of the Securities Act and is the most commonly used SEC exemption. Issuers in 506(c) offerings may engage in general advertising/solicitation, provided that the offering is limited only to accredited investors and the issuer takes reasonable steps to verify that each investor is accredited.
Accell Audit & Compliance, P.A. Permanently Revoked by the PCAOB
On March 11, 2025, the Public Company Accounting Oversight Board (“PCAOB”) issued an Order Instituting Disciplinary Proceedings, Making Findings, and Imposing Sanctions, permanently revoking the registration of Accell Audit & Compliance, P.A. (“Accell”).
The PCAOB is a nonprofit corporation created by the Sarbanes–Oxley Act of 2002 that regulates auditors of publicly traded companies, aiming to protect investors and promote the public interest by ensuring the accuracy and independence of audit reports. The PCAOB periodically reviews registered public accounting firms and issues Inspection Reports.
Accell was incorporated in Florida in 2009 and is headquartered in Tampa. The firm is licensed to practice public accounting by the Florida Board of Accountancy (license number AD66617), among other state boards. During the period covered by the Order, Accell annually served as the principal auditor for 28 issuer clients. Read More
Understanding IPOs
An “IPO” is the initial public offering by a company of its securities. In an IPO, the company offers and sells stock, most often its common stock, through an underwriter. When a company cannot locate an underwriter, it may sell its own shares using a direct public offering (“DPO“).
In the United States, these offerings are generally registered under the Securities Act of 1933, as amended (the “Securities Act”), and the shares are often but not always listed on a national securities exchange such as the New York Stock Exchange (the “NYSE”), one of the Nasdaq markets (“Nasdaq”) or the over-the-counter market (“OTC Markets”).
Upon the completion of an IPO, a company becomes a “public company,” subject to all of the regulations applicable to public companies, including those of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Read More