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isted Balenciaga Triple S Triple Black UK , an issuer can still be required to file reports pursuant to Section 12(g) of the Exchange Act if it has more than 500 holders of record and total assets exceeding $10 million, or pursuant to Section 15(d) of the Exchange Act if it at any time the issuer had an effective Registration Statement under the Securities Act. To avoid this Brenda Hamilton result, the issuer may deregister under Section 12(g) and suspend its reporting obligations under Section 15(d) if it has less than 300 shareholders of record. Section 15(d) reporting obligations may be suspended if the issuer had less than 300 shareholders of Brenda Hamilton record on the first day of its fiscal year. Under either scenario, the issuer must file a Form 15 certifying that the class registered has less than 300 shareholders of record and, if applicable Balenciaga Triple S Black UK , the issuer must also suspend its reporting obligations under Section 15(d).
Note that Section 15(d) reporting obligations can never be blog terminated; they can only be suspended. An issuer’s reporting obligations can be reinstated if the issuer exceeds the limit on the number of record holders on the first day of any fiscal year after it files a Form 15.
Note that under Rule 12h-3(c), a company may not suspend its Section 15(d) reporting obligations in any fiscal year where it has a registration statement Brenda Hamilton declared effective under the Securities Act or "that is required to be updated" pursuant to Section 10(a)(3) of the Securities Act.
Effectiveness of Deregistration
An issuer’s periodic reporting obligations under the Exchange Act will be suspended immediately upon its filing of a certification on Form 15 stating that it has less than 300 holders of record. Deregistration under Section 12(g) will become effective 90 days after filing the Form 15. After deregistration, the issuer’s securities will trade on the Pink Sheets.
Filing a Form 15 will immediately suspend an issuer’s reporting obligations under Section 13(a) of the Exchange Act and thus, the issuer is no longer required to file Forms 10-K, 10-Q or 8-K. In the case of a foreign private issuer www.balenciagatriplesuk.com , it is no longer required to file Forms 20-F or 6-K. Certain reporting obligations continue for 90 days after the filing of the Form 15 including under the proxy and tender offer rules.
Some of the disadvantages of Going Dark include:
♦ The issuer could unintentionally become reporting again after going dark if it ever has over 300 shareholders;
♦ The issuer’s shareholders may believe that it became non-reporting because the issuer has a hidden and illegal agenda andor has failed to disclose material information;
♦ The issuer’s shareholders may bring civil actions against management for going dark alleging breach of fiduciary duty and other causes of action;
♦ Lessened public exposure of the issuer may negatively impact the issuer’s business andor the public’s perception of the issuer;
♦ The issuer’s securities will be less useful as a form of currency for acquisitions and be less attractive to employees for equity based compensation;
♦ While the issuer’s securities can trade on the Pink Sheets, its stock price will likely be significantly lower and its trading volume will decrease after going dark; and
♦ blog Reduced corporate governance and oversight may increase the risk of self dealing, undisclosed conflicts of interests, breaches of fiduciary duty and the duty of loyalty.
For further information about this article, please contact Brenda Hamilton Balenciaga Triple S UK Sale , Securities Attorney at bhamilton@securitieslawyer101. Hamilton & Associates l Securities Lawyers
Brenda Hamilton, Securities Attorney, www.SecuritiesLawyer101