NASDAQ Listing Requirements- The NASDAQ Stock Market currently has three tiers of listed companies: (1) The NASDAQ Global Select Market, (2) The NASDAQ Global Market and (3) The NASDAQ Capital Market. Each tier has increasingly higher listing standards, with the NASDAQ Global Select Market having the highest initial listing standards and the NASDAQ Capital Markets being the entry-level tier for most micro- and small-cap issuers. Keeping in line with the focus of my blogs and practice, this
blog is focused on the NASDAQ Capital Market tier...
The document discusses various considerations and requirements for companies seeking to conduct an initial public offering (IPO) and become publicly listed on Bursa Malaysia, the stock exchange of Malaysia. It outlines the quantitative criteria such as operating history, profitability, market capitalization, and public shareholder requirements that companies must meet to qualify for listing on the Main Market or alternative ACE Market. Additional qualitative criteria and processes such as management experience, core business operations, and regulatory approvals are also discussed. The document also separately addresses requirements for foreign companies seeking a primary or secondary listing in Malaysia and listings of special purpose acquisition companies.
Cg & Role of SECP Securities and Exchange Commission of Pakistan ASAD ALI
The document discusses corporate governance guidelines established by the Securities and Exchange Commission of Pakistan (SECP). It outlines requirements for board composition and responsibilities, financial reporting, related party transactions, and the roles of committees. Key points covered include establishing independent boards, disclosure of financial information, and establishing audit and HR committees to oversee important functions. The SECP provides these guidelines to improve transparency, accountability and protect minority shareholders in Pakistani capital markets.
Ey 2018-uk-corporate-governance-code-and-new-legislationKevin McCaffrey
The document summarizes key changes and requirements in the 2018 UK Corporate Governance Code and new related legislation. Some of the main points covered include:
- The 2018 Code places more emphasis on stakeholder engagement, workforce engagement, corporate culture and purpose.
- It introduces requirements around board diversity, succession planning, independence and overboarding.
- The role of the nomination committee is expanded around succession planning and reporting.
- New legislation requires companies to report on how they consider stakeholder interests, and include a CEO pay ratio and workforce engagement statement.
- Areas like chair tenure, independence criteria, and audit committee responsibilities saw some changes following consultation feedback.
- Listed companies will need to comply with
Effectiveness of audit committee on firm performance sujatha madam articleSujathaN8
This document examines the effectiveness of audit committees on firm performance. It discusses how audit committees act as a catalyst for good corporate governance by strengthening credibility, integrity, and accountability. As a key part of good governance, audit committees provide objective assessments of whether a firm's resources are effectively managed. The document reviews the background and evolution of audit committees, how they promote effectiveness through composition and processes, and their roles in financial reporting, internal controls, risk management, and compliance. It concludes that evaluating audit committee effectiveness ensures financial statements are credible, reliable, and compliant with internal controls and accounting standards.
The document discusses corporate governance and stock exchanges. It defines corporate governance as the rules, processes, and laws by which businesses are operated, regulated, and controlled. It also discusses how stock exchanges help companies raise additional funds through trading and provide a marketplace for investors. An effective corporate governance regime includes provisions for prosecuting unethical or illegal acts.
The Sarbanes-Oxley Act of 2002 was passed in response to major corporate and accounting scandals to increase corporate accountability and protect investors. It established new or enhanced standards for all U.S. public company boards, management, and public accounting firms. Key provisions included requiring CEOs and CFOs to certify the accuracy of financials, increasing penalties for financial misconduct, and strengthening auditor independence and corporate governance. The Act aimed to rebuild investor confidence in the securities markets.
Consultative Paper on Review Of Corporate Governance Norms in IndiaBFSICM
This document summarizes the evolution of corporate governance norms in India. It discusses key concepts of corporate governance and how the framework has developed over time through various committees and regulations like Clause 49. Some key developments include the establishment of SEBI, requirements for listed companies, and incorporation of international standards from OECD. Recent reforms focus on issues like related party transactions, auditor qualifications, and the new Companies Bill which addresses governance through entities like the audit committee.
Accounting for goodwill is again controversial as International Accounting Standard Board adopts the impairment regime in 2004. Indeed, the adoption of impairment regime regarding Goodwill in accordance with IFRS makes the annual reports of companies more credible and transparent. However, the new treatment continues to receive criticism from the academics and practitioners, because they see the impairment regime is based on the discretion of management, and there is subjectivity inherent in the application of the impairment regime besides the conceptual move toward fair-value accounting. Hence, there is non-compliance with this standard in many companies around the world. However, the problem of agency and information asymmetry, which happen between companies‟ management and shareholders, can be decreased by external audit. This paper investigates the factors that may affect companies‟ compliance with the MFRS 136 Impairment of Assets among the Malaysian listed companies. Based on a review of the prior literature, this paper proposes a conceptual framework to investigate the impact of audit quality (audit firm size, audit tenure and audit fees) on the level of goodwill disclosure compliance with the MFRS 136 among Malaysian listed companies. Evidence from previous studies suggested that the audit quality proxy namely audit firm size, audit tenure and audit fees positively impact the companies‟ compliance with the MFRS 136.
The document discusses various considerations and requirements for companies seeking to conduct an initial public offering (IPO) and become publicly listed on Bursa Malaysia, the stock exchange of Malaysia. It outlines the quantitative criteria such as operating history, profitability, market capitalization, and public shareholder requirements that companies must meet to qualify for listing on the Main Market or alternative ACE Market. Additional qualitative criteria and processes such as management experience, core business operations, and regulatory approvals are also discussed. The document also separately addresses requirements for foreign companies seeking a primary or secondary listing in Malaysia and listings of special purpose acquisition companies.
Cg & Role of SECP Securities and Exchange Commission of Pakistan ASAD ALI
The document discusses corporate governance guidelines established by the Securities and Exchange Commission of Pakistan (SECP). It outlines requirements for board composition and responsibilities, financial reporting, related party transactions, and the roles of committees. Key points covered include establishing independent boards, disclosure of financial information, and establishing audit and HR committees to oversee important functions. The SECP provides these guidelines to improve transparency, accountability and protect minority shareholders in Pakistani capital markets.
Ey 2018-uk-corporate-governance-code-and-new-legislationKevin McCaffrey
The document summarizes key changes and requirements in the 2018 UK Corporate Governance Code and new related legislation. Some of the main points covered include:
- The 2018 Code places more emphasis on stakeholder engagement, workforce engagement, corporate culture and purpose.
- It introduces requirements around board diversity, succession planning, independence and overboarding.
- The role of the nomination committee is expanded around succession planning and reporting.
- New legislation requires companies to report on how they consider stakeholder interests, and include a CEO pay ratio and workforce engagement statement.
- Areas like chair tenure, independence criteria, and audit committee responsibilities saw some changes following consultation feedback.
- Listed companies will need to comply with
Effectiveness of audit committee on firm performance sujatha madam articleSujathaN8
This document examines the effectiveness of audit committees on firm performance. It discusses how audit committees act as a catalyst for good corporate governance by strengthening credibility, integrity, and accountability. As a key part of good governance, audit committees provide objective assessments of whether a firm's resources are effectively managed. The document reviews the background and evolution of audit committees, how they promote effectiveness through composition and processes, and their roles in financial reporting, internal controls, risk management, and compliance. It concludes that evaluating audit committee effectiveness ensures financial statements are credible, reliable, and compliant with internal controls and accounting standards.
The document discusses corporate governance and stock exchanges. It defines corporate governance as the rules, processes, and laws by which businesses are operated, regulated, and controlled. It also discusses how stock exchanges help companies raise additional funds through trading and provide a marketplace for investors. An effective corporate governance regime includes provisions for prosecuting unethical or illegal acts.
The Sarbanes-Oxley Act of 2002 was passed in response to major corporate and accounting scandals to increase corporate accountability and protect investors. It established new or enhanced standards for all U.S. public company boards, management, and public accounting firms. Key provisions included requiring CEOs and CFOs to certify the accuracy of financials, increasing penalties for financial misconduct, and strengthening auditor independence and corporate governance. The Act aimed to rebuild investor confidence in the securities markets.
Consultative Paper on Review Of Corporate Governance Norms in IndiaBFSICM
This document summarizes the evolution of corporate governance norms in India. It discusses key concepts of corporate governance and how the framework has developed over time through various committees and regulations like Clause 49. Some key developments include the establishment of SEBI, requirements for listed companies, and incorporation of international standards from OECD. Recent reforms focus on issues like related party transactions, auditor qualifications, and the new Companies Bill which addresses governance through entities like the audit committee.
Accounting for goodwill is again controversial as International Accounting Standard Board adopts the impairment regime in 2004. Indeed, the adoption of impairment regime regarding Goodwill in accordance with IFRS makes the annual reports of companies more credible and transparent. However, the new treatment continues to receive criticism from the academics and practitioners, because they see the impairment regime is based on the discretion of management, and there is subjectivity inherent in the application of the impairment regime besides the conceptual move toward fair-value accounting. Hence, there is non-compliance with this standard in many companies around the world. However, the problem of agency and information asymmetry, which happen between companies‟ management and shareholders, can be decreased by external audit. This paper investigates the factors that may affect companies‟ compliance with the MFRS 136 Impairment of Assets among the Malaysian listed companies. Based on a review of the prior literature, this paper proposes a conceptual framework to investigate the impact of audit quality (audit firm size, audit tenure and audit fees) on the level of goodwill disclosure compliance with the MFRS 136 among Malaysian listed companies. Evidence from previous studies suggested that the audit quality proxy namely audit firm size, audit tenure and audit fees positively impact the companies‟ compliance with the MFRS 136.
This document summarizes the Sarbanes-Oxley Act of 2002, which aimed to reform corporate governance and enhance financial disclosures. It discusses the major elements and titles of the act, including establishing the Public Company Accounting Oversight Board, increasing auditor independence, enhancing corporate responsibility and financial disclosures, and increasing penalties for white collar crimes and fraud. Key sections are also summarized, such as sections related to internal controls, off-balance sheet items, assessing internal controls, financial disclosures, criminal penalties, and CEO/CFO certification of financial reports.
This document provides an overview of audit committees, including their definition, composition, responsibilities, roles, and history. An audit committee is a key part of corporate governance that typically oversees financial reporting, risk management, compliance, and the internal and external audit functions. It must be composed of independent directors, with at least one financial expert. The main responsibilities of an audit committee are to oversee the financial reporting process, internal controls, and the selection and independence of external auditors. Audit committees have evolved over time with various regulations and acts, such as the Sarbanes-Oxley Act of 2002, requiring their establishment and independence.
Article on audit committee and financial reporting in corporate SujathaN8
The document discusses the roles and responsibilities of audit committees in financial reporting in India. It states that audit committees are responsible for overseeing financial reporting processes and ensuring transparency and accuracy of financial disclosures. They monitor internal controls, risk management, and anti-fraud systems. An effective audit committee that meets regularly can improve financial reporting quality by verifying accounting records. The document provides an overview of audit committee composition, duties, and the importance of their role in providing oversight of companies' financial positions.
The document discusses the composition, roles, and requirements around Nomination and Remuneration Committees and Shareholders' Grievance Committees according to the Companies Act and Clause 49 of the Listing Agreement. For Nomination and Remuneration Committees, the key points are that the chairman must be an independent director, and there are contradictions between the Act and Clause 49 regarding applicability thresholds. For Shareholders' Grievance Committees, the purpose is to address shareholder complaints, the committee must have a non-executive independent director as chairman, and Clause 49 makes these committees mandatory for listed companies.
Audit Committee has an acute role to play in safeguarding the reliability of financial management of the company. This Committee ensures the shareholders that the auditors, who act on their behalf, are in a position to protect their interest. It is an epitome of the parameters of probity, accountability, disclosures and transparency to maximize value for the stakeholders. Since these are the values and principles ensured by corporate governance one can say that audit committee serves as a pillar of corporate governance. An “Audit Committee” is a key element in the Corporate Governance process of any organization.
Narayana Murthy Committee Report on Corporate GovernanceMayur Khatri
The Narayana Murthy Committee on Corporate Governance was constituted by SEBI under the chairmanship of Narayana Murthy of Infosys Technologies Limited. The committee met three times in late 2002 and early 2003 to discuss issues related to corporate governance and finalize recommendations for SEBI. The key recommendations included mandatory requirements for audit committees, related party transactions, risk management procedures, codes of conduct, and whistleblower policies. Non-mandatory recommendations included training for board members and guidelines for analyst reports. The report aimed to improve transparency, accountability, and investor protection in Indian companies.
Role And Responsibilities Of Independent DirectorsRobin Kapoor
The document discusses the role and responsibilities of independent directors under corporate governance regulations and laws. It provides context on why independent directors are needed due to modern corporations having a variety of stakeholders apart from shareholders. It then summarizes key principles from OECD guidelines on the role of independent directors in ensuring transparent governance, protecting shareholder and stakeholder rights, and providing oversight of management. The document also discusses definitions of independent directors in various codes and potential legal liabilities.
The document outlines Schering-Plough Corporation's corporate governance guidelines, which were approved by the board of directors in July 2007. The guidelines cover topics such as board composition, director qualifications and responsibilities, committee structure and responsibilities, and compliance and ethics oversight. The purpose of the guidelines is to ensure good corporate governance in order to achieve Schering-Plough's mission of earning trust every day through innovative medical research that benefits patients and shareholders.
The document discusses several reports and committees related to corporate governance in India. It discusses the key topics, objectives, and recommendations of the Kumar Mangalam Birla Committee report on corporate governance (1999), the Narayan Murthy Committee report on Clause 49 (2002), the Naresh Chandra Committee report on auditing practices (2002), and amendments made to corporate governance regulations in India in 2011. It also outlines the roles and responsibilities of boards of directors, independent directors, audit committees, and remuneration committees in corporate governance.
Listing equity in London A quick guide : by Berwin Leighton Paisner LLPDavid Solomon
Very good quick guide for Listing equity in London.
I promise my friends at BLP to introduce it to my network.
David Solomon
CEO, SOLOMON CAPITAL
www.solomon-capital.com
Go global with the knowledge of IPSAS the internationally accepted accounting...CA. (Dr.) Rajkumar Adukia
In sum, the article explains that the knowledge of the IPSASs is going to be a great opportunity for accounting professionals worldwide. So it is time to gear up and acquire knowledge in this relatively new domain.
This document summarizes the key points from the Naresh Chandra Committee report on corporate governance from 2002 presented by Sahana Hiremath. The report discusses how Kautilya's views on governing a monarchy can apply to successfully running modern corporations. It recommends strict corporate governance to build confidence among stakeholders. The report proposes establishing independent quality review boards to examine audit, secretarial, and cost accounting firms. It defines independent directors and recommends at least 50% of board members be independent. It also recommends exempting independent directors from certain civil and criminal liabilities and training programs for independent directors.
- Multinational corporations need FATCA compliance programs to ensure all necessary FATCA classifications, documentation, monitoring, and reporting are completed. This involves analyzing the organization's structure, payment flows, and operational procedures of each entity.
- Failure to comply with FATCA obligations could result in 30% withholding on U.S. payments made to foreign individuals and entities, as well as penalties and interest.
- Every entity within an organization must be reviewed to determine its FATCA classification as a foreign financial institution, non-financial foreign entity, or U.S. withholding agent in order to meet compliance and documentation requirements.
The document summarizes the key aspects of the revised Clause 49 of the SEBI Listing Agreement regarding corporate governance for listed companies in India. It covers the applicability of Clause 49, rights of shareholders, disclosure requirements, board composition including the roles of independent directors, requirements for board committees including audit and nomination committees, dealings with subsidiaries and related parties, and the scope for involvement of company secretaries.
The document summarizes three models of corporate governance: the Anglo-US model, Japanese model, and German model.
The Anglo-US model is characterized by dispersed share ownership among individual and institutional investors. Power is balanced among management, directors, and shareholders. The board consists mainly of outsiders.
The Japanese model features concentrated ownership among main banks and affiliated companies. Interaction centers around the main bank. Boards are comprised solely of insiders.
The German model uses a two-tier board structure dividing management and oversight. Banks and corporations are large shareholders. Employees are represented on supervisory boards.
Abstract:
Corporate governance is very important in our business world today, especially after the frequent non-stop worldwide financial crises. Strong corporate governance is now considered a basic condition to accept and register an organization in most of the Stock Exchange Markets all over the world. The audit committee plays a major role in corporate governance regarding the organization’s direction, control, and accountability. As a representative of the board of directors and main part of the corporate governance mechanism, the audit committee is involved in the organization’s both internal and external audits, internal control, accounting and financial reporting, regulatory compliance, and risk management. This paper focuses on the audit committee’s powers, functions, responsibilities, and relationships within the framework of corporate governance.
This document outlines the UK Corporate Governance Code published by the Financial Reporting Council in June 2010.
The Code provides guidance for effective board practice and is based on principles of accountability, transparency, probity and long-term sustainable success. It applies to all UK companies with a premium listing.
Key changes in the 2010 review included emphasizing following the spirit of the Code over just the letter, and enhancing the role of shareholders in monitoring compliance through a new Stewardship Code for investors.
The "comply or explain" approach at the core of the Code provides flexibility, with companies expected to explain any instances of non-compliance rather than following provisions rigidly.
Moin Uddin has over 14 years of experience in financial reporting, taxation, corporate affairs, accounting systems and controls, financial planning and budgeting, and internal/external auditing. He is currently pursuing his Chartered Accountancy certification and holds a Bachelors of Commerce degree. His career highlights include roles as Head of Finance, Company Secretary, and Head of Operations at various investment management and financial services firms. He has expertise in areas such as financial reporting, investment portfolio management, private equity fund accounting, and strategic planning.
Reliance Industries Limited (RIL) is an Indian conglomerate company headquartered in Mumbai. It is one of the largest publicly traded companies in India by market capitalization and revenue. RIL received high ratings from ICRA and GMI for its board accountability, financial disclosure and controls, shareholder rights, and executive compensation. However, its corporate behavior and CSR received lower ratings due to a lack of clarity and separate reporting around its CSR activities and spending. Overall, RIL was given ratings between 7.5-8.5 by GMI, indicating above average performance in corporate governance.
This document outlines corporate governance requirements for banks and bank controlling companies in South Africa. It discusses key principles of corporate governance from international and local standards. The Banks Act and regulations establish specific governance duties for bank directors and executive officers, including fiduciary duties to act in good faith and avoid conflicts of interest. The BA 020 declaration requires extensive personal and professional information from prospective and current directors and officers to assess their fitness and propriety.
QuestionsNone of these questions has a style component, .docxcatheryncouper
Questions
None of these questions has a style component, thus you don't have to write in complete sentences and well-formed paragraphs. You can use lists where appropriate if you want.
You are a partner in a medium-sized, regional CPA firm and have been approached by XYZ, Inc., a relatively small, public company, to do their audit for next year. XYZ is registered with the SEC and has filed audited 10-Ks for the last 10 years since they went public. They haven't indicated why they are switching auditors.
XYZ specializes in developing shale gas using fracking technology. Fracking technology involves drilling wells into shale formations and injecting high pressure water containingspecial chemicals into the well to fracture the shale formation and release the trapped natural gas.
You and your firm currently are members of the AICPA. All the partners and managers are licensed CPAs in the state of New Mexico and also members of the AICPA. Your firm has limited experience with oil and gas extraction and has no other fracking clients. However, your firm has offices that can cover the physical locations where the prospective client does business.
a) Develop a checklist of five areas or issues that you would want to research before you accepted this firm as an audit client. For each area or issue, explain why you would want to research it and give an example of where you might go to get some information about each issue.
i) Issue 1 - Royalty: The royalty is to be paid by the lessor without any deductions for the cost of the drilling or production and royalty is negotiable, therefore it should be assessed.
ii) Issue 2 – Bonus: The bonus is to be paid to the lessor as consideration for execution of the lease. It should be expressed as a fix dollar amount per net mineral acre.
iii) Issue 3 – Post production Cost: Taking into consideration if royalty is based on pricing received by the company, the post production cost should also be revised or checked to be computed.
iv) Issue 4 - Lease Terms: It’s imperative to be able to understand how the lease term function in this particular industry such as oil and gas. Not to mention, the time period of lease to be able to identify and understand the ongoing concerns.
v) Issue 5 – Safety Management: The need of the study of safety management system being adopted by the company in regards to employee involvement, safety training, hazard identification, management of labor and control.
b) Describe two reasons why a firm like this firm would want an audit even if they were not required to do so by the SEC. I am looking for substantive reasons that show you understand the importance of auditing in capital markets and why possible stakeholders like lenders and investors would want a firm like this to have an audit.
Reason 1: The firm and it’s auditors are very capable and have been permitted by the states to perform the external audit and not to mention, can perform the audit responsibil ...
For more course tutorials visit
www.newtonhelp.com
1.Developing an understanding of the client's business and industry is essential to proficiency as discussed in the general standards of GAAS. (Points: 4)
This document summarizes the Sarbanes-Oxley Act of 2002, which aimed to reform corporate governance and enhance financial disclosures. It discusses the major elements and titles of the act, including establishing the Public Company Accounting Oversight Board, increasing auditor independence, enhancing corporate responsibility and financial disclosures, and increasing penalties for white collar crimes and fraud. Key sections are also summarized, such as sections related to internal controls, off-balance sheet items, assessing internal controls, financial disclosures, criminal penalties, and CEO/CFO certification of financial reports.
This document provides an overview of audit committees, including their definition, composition, responsibilities, roles, and history. An audit committee is a key part of corporate governance that typically oversees financial reporting, risk management, compliance, and the internal and external audit functions. It must be composed of independent directors, with at least one financial expert. The main responsibilities of an audit committee are to oversee the financial reporting process, internal controls, and the selection and independence of external auditors. Audit committees have evolved over time with various regulations and acts, such as the Sarbanes-Oxley Act of 2002, requiring their establishment and independence.
Article on audit committee and financial reporting in corporate SujathaN8
The document discusses the roles and responsibilities of audit committees in financial reporting in India. It states that audit committees are responsible for overseeing financial reporting processes and ensuring transparency and accuracy of financial disclosures. They monitor internal controls, risk management, and anti-fraud systems. An effective audit committee that meets regularly can improve financial reporting quality by verifying accounting records. The document provides an overview of audit committee composition, duties, and the importance of their role in providing oversight of companies' financial positions.
The document discusses the composition, roles, and requirements around Nomination and Remuneration Committees and Shareholders' Grievance Committees according to the Companies Act and Clause 49 of the Listing Agreement. For Nomination and Remuneration Committees, the key points are that the chairman must be an independent director, and there are contradictions between the Act and Clause 49 regarding applicability thresholds. For Shareholders' Grievance Committees, the purpose is to address shareholder complaints, the committee must have a non-executive independent director as chairman, and Clause 49 makes these committees mandatory for listed companies.
Audit Committee has an acute role to play in safeguarding the reliability of financial management of the company. This Committee ensures the shareholders that the auditors, who act on their behalf, are in a position to protect their interest. It is an epitome of the parameters of probity, accountability, disclosures and transparency to maximize value for the stakeholders. Since these are the values and principles ensured by corporate governance one can say that audit committee serves as a pillar of corporate governance. An “Audit Committee” is a key element in the Corporate Governance process of any organization.
Narayana Murthy Committee Report on Corporate GovernanceMayur Khatri
The Narayana Murthy Committee on Corporate Governance was constituted by SEBI under the chairmanship of Narayana Murthy of Infosys Technologies Limited. The committee met three times in late 2002 and early 2003 to discuss issues related to corporate governance and finalize recommendations for SEBI. The key recommendations included mandatory requirements for audit committees, related party transactions, risk management procedures, codes of conduct, and whistleblower policies. Non-mandatory recommendations included training for board members and guidelines for analyst reports. The report aimed to improve transparency, accountability, and investor protection in Indian companies.
Role And Responsibilities Of Independent DirectorsRobin Kapoor
The document discusses the role and responsibilities of independent directors under corporate governance regulations and laws. It provides context on why independent directors are needed due to modern corporations having a variety of stakeholders apart from shareholders. It then summarizes key principles from OECD guidelines on the role of independent directors in ensuring transparent governance, protecting shareholder and stakeholder rights, and providing oversight of management. The document also discusses definitions of independent directors in various codes and potential legal liabilities.
The document outlines Schering-Plough Corporation's corporate governance guidelines, which were approved by the board of directors in July 2007. The guidelines cover topics such as board composition, director qualifications and responsibilities, committee structure and responsibilities, and compliance and ethics oversight. The purpose of the guidelines is to ensure good corporate governance in order to achieve Schering-Plough's mission of earning trust every day through innovative medical research that benefits patients and shareholders.
The document discusses several reports and committees related to corporate governance in India. It discusses the key topics, objectives, and recommendations of the Kumar Mangalam Birla Committee report on corporate governance (1999), the Narayan Murthy Committee report on Clause 49 (2002), the Naresh Chandra Committee report on auditing practices (2002), and amendments made to corporate governance regulations in India in 2011. It also outlines the roles and responsibilities of boards of directors, independent directors, audit committees, and remuneration committees in corporate governance.
Listing equity in London A quick guide : by Berwin Leighton Paisner LLPDavid Solomon
Very good quick guide for Listing equity in London.
I promise my friends at BLP to introduce it to my network.
David Solomon
CEO, SOLOMON CAPITAL
www.solomon-capital.com
Go global with the knowledge of IPSAS the internationally accepted accounting...CA. (Dr.) Rajkumar Adukia
In sum, the article explains that the knowledge of the IPSASs is going to be a great opportunity for accounting professionals worldwide. So it is time to gear up and acquire knowledge in this relatively new domain.
This document summarizes the key points from the Naresh Chandra Committee report on corporate governance from 2002 presented by Sahana Hiremath. The report discusses how Kautilya's views on governing a monarchy can apply to successfully running modern corporations. It recommends strict corporate governance to build confidence among stakeholders. The report proposes establishing independent quality review boards to examine audit, secretarial, and cost accounting firms. It defines independent directors and recommends at least 50% of board members be independent. It also recommends exempting independent directors from certain civil and criminal liabilities and training programs for independent directors.
- Multinational corporations need FATCA compliance programs to ensure all necessary FATCA classifications, documentation, monitoring, and reporting are completed. This involves analyzing the organization's structure, payment flows, and operational procedures of each entity.
- Failure to comply with FATCA obligations could result in 30% withholding on U.S. payments made to foreign individuals and entities, as well as penalties and interest.
- Every entity within an organization must be reviewed to determine its FATCA classification as a foreign financial institution, non-financial foreign entity, or U.S. withholding agent in order to meet compliance and documentation requirements.
The document summarizes the key aspects of the revised Clause 49 of the SEBI Listing Agreement regarding corporate governance for listed companies in India. It covers the applicability of Clause 49, rights of shareholders, disclosure requirements, board composition including the roles of independent directors, requirements for board committees including audit and nomination committees, dealings with subsidiaries and related parties, and the scope for involvement of company secretaries.
The document summarizes three models of corporate governance: the Anglo-US model, Japanese model, and German model.
The Anglo-US model is characterized by dispersed share ownership among individual and institutional investors. Power is balanced among management, directors, and shareholders. The board consists mainly of outsiders.
The Japanese model features concentrated ownership among main banks and affiliated companies. Interaction centers around the main bank. Boards are comprised solely of insiders.
The German model uses a two-tier board structure dividing management and oversight. Banks and corporations are large shareholders. Employees are represented on supervisory boards.
Abstract:
Corporate governance is very important in our business world today, especially after the frequent non-stop worldwide financial crises. Strong corporate governance is now considered a basic condition to accept and register an organization in most of the Stock Exchange Markets all over the world. The audit committee plays a major role in corporate governance regarding the organization’s direction, control, and accountability. As a representative of the board of directors and main part of the corporate governance mechanism, the audit committee is involved in the organization’s both internal and external audits, internal control, accounting and financial reporting, regulatory compliance, and risk management. This paper focuses on the audit committee’s powers, functions, responsibilities, and relationships within the framework of corporate governance.
This document outlines the UK Corporate Governance Code published by the Financial Reporting Council in June 2010.
The Code provides guidance for effective board practice and is based on principles of accountability, transparency, probity and long-term sustainable success. It applies to all UK companies with a premium listing.
Key changes in the 2010 review included emphasizing following the spirit of the Code over just the letter, and enhancing the role of shareholders in monitoring compliance through a new Stewardship Code for investors.
The "comply or explain" approach at the core of the Code provides flexibility, with companies expected to explain any instances of non-compliance rather than following provisions rigidly.
Moin Uddin has over 14 years of experience in financial reporting, taxation, corporate affairs, accounting systems and controls, financial planning and budgeting, and internal/external auditing. He is currently pursuing his Chartered Accountancy certification and holds a Bachelors of Commerce degree. His career highlights include roles as Head of Finance, Company Secretary, and Head of Operations at various investment management and financial services firms. He has expertise in areas such as financial reporting, investment portfolio management, private equity fund accounting, and strategic planning.
Reliance Industries Limited (RIL) is an Indian conglomerate company headquartered in Mumbai. It is one of the largest publicly traded companies in India by market capitalization and revenue. RIL received high ratings from ICRA and GMI for its board accountability, financial disclosure and controls, shareholder rights, and executive compensation. However, its corporate behavior and CSR received lower ratings due to a lack of clarity and separate reporting around its CSR activities and spending. Overall, RIL was given ratings between 7.5-8.5 by GMI, indicating above average performance in corporate governance.
This document outlines corporate governance requirements for banks and bank controlling companies in South Africa. It discusses key principles of corporate governance from international and local standards. The Banks Act and regulations establish specific governance duties for bank directors and executive officers, including fiduciary duties to act in good faith and avoid conflicts of interest. The BA 020 declaration requires extensive personal and professional information from prospective and current directors and officers to assess their fitness and propriety.
QuestionsNone of these questions has a style component, .docxcatheryncouper
Questions
None of these questions has a style component, thus you don't have to write in complete sentences and well-formed paragraphs. You can use lists where appropriate if you want.
You are a partner in a medium-sized, regional CPA firm and have been approached by XYZ, Inc., a relatively small, public company, to do their audit for next year. XYZ is registered with the SEC and has filed audited 10-Ks for the last 10 years since they went public. They haven't indicated why they are switching auditors.
XYZ specializes in developing shale gas using fracking technology. Fracking technology involves drilling wells into shale formations and injecting high pressure water containingspecial chemicals into the well to fracture the shale formation and release the trapped natural gas.
You and your firm currently are members of the AICPA. All the partners and managers are licensed CPAs in the state of New Mexico and also members of the AICPA. Your firm has limited experience with oil and gas extraction and has no other fracking clients. However, your firm has offices that can cover the physical locations where the prospective client does business.
a) Develop a checklist of five areas or issues that you would want to research before you accepted this firm as an audit client. For each area or issue, explain why you would want to research it and give an example of where you might go to get some information about each issue.
i) Issue 1 - Royalty: The royalty is to be paid by the lessor without any deductions for the cost of the drilling or production and royalty is negotiable, therefore it should be assessed.
ii) Issue 2 – Bonus: The bonus is to be paid to the lessor as consideration for execution of the lease. It should be expressed as a fix dollar amount per net mineral acre.
iii) Issue 3 – Post production Cost: Taking into consideration if royalty is based on pricing received by the company, the post production cost should also be revised or checked to be computed.
iv) Issue 4 - Lease Terms: It’s imperative to be able to understand how the lease term function in this particular industry such as oil and gas. Not to mention, the time period of lease to be able to identify and understand the ongoing concerns.
v) Issue 5 – Safety Management: The need of the study of safety management system being adopted by the company in regards to employee involvement, safety training, hazard identification, management of labor and control.
b) Describe two reasons why a firm like this firm would want an audit even if they were not required to do so by the SEC. I am looking for substantive reasons that show you understand the importance of auditing in capital markets and why possible stakeholders like lenders and investors would want a firm like this to have an audit.
Reason 1: The firm and it’s auditors are very capable and have been permitted by the states to perform the external audit and not to mention, can perform the audit responsibil ...
For more course tutorials visit
www.newtonhelp.com
1.Developing an understanding of the client's business and industry is essential to proficiency as discussed in the general standards of GAAS. (Points: 4)
How to manage for preparation of md&a disclosuresHamdy Rashed
The disclosures in Corporate Governance Report, Sustainability Report and Management Discussion & Analysis (MD&A) Report are more common requirement of many stock exchange markets requirements of other organization. However, IFRS requires many disclosures but financial standards do not cover all information. Therefore, Stock Exchange market and other organizations require additional and more concise information that should be disclosed on frequently basis to provide the readers of annual report more adequate and comprehensive view of Companies.
Keywords: Management Discussion & Analysis Report, MD&A, Corporate Governance, Sustainability, Corporate Social Responsibility, listing Companies.
The document discusses regulatory requirements for trade reporting and monitoring from FINRA, NASDAQ, and other agencies. It covers requirements around accepting trades within 20 minutes on NASDAQ, reporting trades to the Order Audit Trail System (OATS) according to specific data elements and timestamps. FINRA can measure compliance for OATS and TRACE (Trade Reporting and Compliance Engine) based on metrics like late submissions and unmatched reports. The document also provides an example audit approach and discusses direct market access (DMA) tools, associated risks, and evolving governance/regulations.
To calculate a company's average tax rate an analyst would
The accumulated benefit obligation measures
The major difference between accounting for pensions and the accounting for other postretirement benefits is that firms
The Blue Ribbon Committee was set up in 1998 by the SEC and NYSE to investigate wrongdoings of the government and its agencies. It recommended 10 measures to strengthen oversight of public company audits and improve financial reporting. These included mandating an independent audit committee, requiring the audit committee to adopt a written charter, and having the outside auditor discuss the quality of the company's financial reporting and accounting principles with the audit committee.
The document provides information on listing a company on the Seychelles stock exchange. It discusses the regulatory framework, role of a sponsor advisor, advantages and disadvantages of listing, methods of obtaining a listing, listing boards, fees, work papers required, and preparations needed for an IPO. The sponsor advisor assists the company throughout the listing process and is responsible for ensuring compliance. Listing provides benefits like greater access to capital but also requires more transparency and loss of some control. Companies must prepare financially and from a governance perspective to operate as a public company.
The practical effects of new listing rule 7.1ACaroline Raw
- New ASX Listing Rules have increased the placement limit for small- to mid-cap entities from 15% to 25% of issued capital in a 12-month period without shareholder approval.
- The new rules aim to balance protecting shareholders' interests with facilitating timely capital raisings. Conditions apply regarding eligibility for the increased limit, maximum share discounts, disclosure requirements, and shareholder approval process.
- Specific conditions include the entity seeking annual shareholder approval to use the additional 10% placement capacity, limits on discounts to market price for shares placed, and additional disclosure requirements when shares are placed.
The document provides an overview of the Karachi Stock Exchange (KSE) in Pakistan. It notes that as of 2013, there were 652 listed companies with a total market capitalization of $53.3 billion. It also lists the major participants in the KSE market such as local and foreign investors, mutual funds, institutions, and banks. Requirements for listing on the KSE are also summarized, including a minimum paid-up capital of 10 million Pakistani rupees and a minimum public offering of 5 million rupees or 25% of capital. Fees for initial and annual listing on the KSE are also outlined.
The document provides an overview of the Karachi Stock Exchange (KSE) in Pakistan. It notes that as of 2013, there were 652 listed companies with a total market capitalization of $53.3 billion. It also lists the major participants in the market such as local and foreign investors, mutual funds, and institutions. Requirements for listing on the KSE are also summarized, including a minimum paid-up capital of 10 million Pakistani rupees and a minimum public offering of 5 million rupees or 25% of capital. Fees for initial listing and annual listing on the KSE are also outlined.
OTC Markets Listing Requirements- The OTC Markets divide issuers into three (3) levels of quotation marketplaces: OTCQX, OTCQB and OTC Pink. The OTC Pink, which involves the highest-risk, highly speculative securities, is further divided into three tiers: Current Information, Limited Information and No Information...
The Sarbanes-Oxley Act (SOX) aims to improve accuracy and reliability of corporate disclosures. For telecom companies, SOX compliance can help address revenue leakages through initiatives to analyze sources of loss and strengthen internal controls. Telecom companies can leverage SOX to optimize processes, accelerate revenue assurance programs, and enhance transparency in financial reporting.
The document discusses the Sarbanes-Oxley Act and its implications for telecom companies. It requires executives to certify financial reports, establishes oversight of auditors, and aims to increase accuracy and reliability of corporate disclosures. For telecom companies, complying with SOX can help reduce revenue leakages, align data flows, and accelerate initiatives to plug leakage points.
The document provides information on listing small and medium enterprises (SMEs) on stock exchanges in India. It discusses the SEBI regulations for SME listings, eligibility norms for listing on the BSE and NSE SME exchanges, key features of SME listings including relaxed eligibility criteria and disclosure requirements. It also outlines the process for SME listings including pre-IPO preparations, due diligence, offer document preparation, appointment of intermediaries, the IPO process, and obtaining a listing. Some practical difficulties that may arise during an SME listing like non-compliance with regulations and lack of documentation are also discussed along with solutions.
HKEx Prolonged Suspension Status Report (30 Mar 2015)asianextractor
The document summarizes the status of companies that have been suspended from trading on the stock exchange for three months or more. It categorizes the long-suspended companies based on their outstanding issues and lists the major developments and outstanding resumption conditions for each company. Several companies are undergoing delisting procedures due to severe financial difficulties or minimal operations, while others are suspended due to irregularities, lack of financial reporting, or regulatory investigations. The exchange may continue suspensions or delist companies that do not adequately address issues.
The SEC staff provided guidance on key topics discussed at a recent SEC conference:
1) The SEC expects registrants' disclosures to evolve over time to reflect new accounting standards and emerging risks like Brexit and the LIBOR transition.
2) On revenue recognition, the SEC commented on significant judgment areas in ASC 606 and encouraged continued improvement of disclosures.
3) The SEC will seek input on reducing quarterly reporting burdens while maintaining investor protections.
Daniel rothberg listing methods legal requirements and learningMIT Forum of Israel
This document summarizes four listing methods for companies seeking to list on the TSX Venture Exchange: IPO, direct listing, reverse takeover, and Capital Pool Company (CPC) program. It outlines the exchange's main listing requirements, which include financial requirements, distribution requirements, and management requirements. The advantages of using the CPC program are discussed. Unique tax and regulatory issues for Israeli companies seeking listing are also covered. The document concludes with an overview of ongoing corporate governance and disclosure obligations for listed companies.
Mercer Capital's Portfolio Valuation: Private Equity and Venture Capital Mark...Mercer Capital
The document discusses recent trends in private equity, credit, and venture capital markets. Some key points:
- Private equity multiples and availability of debt capital remain high, creating opportunities for acquisitions and harvests.
- Spreads on high yield debt continued narrowing in Q2 2021 across credit ratings.
- Prices of publicly traded BDCs and private equity sponsors outperformed the S&P 500 over the past year.
- Venture capital funding activity reached record highs in Q1 and Q2 2021, with increased average deal size.
Going Public in Canada and Listing on the TSX and TSXV is intended as a summary overview of key issues only. Specific advice should be sought in connection with particular transactions.
Blake, Cassels & Graydon LLP produces regular reports and special publications on Canadian legal developments.
The SEC Chief Accountant discussed considerations for adopting new GAAP standards on revenue recognition, leases and credit losses. He stressed the importance of effective audit committee oversight of the adoption process and thoughtful planning by management for new revenue standard disclosures. The Chief Accountant also emphasized the need for adequate accounting transition disclosures and concurrent implementation of the new standards.
Similar to Legal & Compliance, LLC- Whitepaper- NASDAQ Listing Requirements (20)
DAO Tokens, Section 5 Obligations and Regulation ATS- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG (“Slock.it”), a German corporation, and various principals and participants. Previously in this Lawcast series I went through the parameters of the Howey Test to determine if a particular investment contract is a “security” under the federal securities laws and applied the analysis to the DAO and its ICO offering. Upon concluding that the DAO Tokens were securities, the SEC also concluded that the DAO needed to register their issuance, or satisfy a registration exemption, regardless of whether the DAO was incorporated or an unincorporated organization. Issuers, like securities, are broadly defined to include any sponsor or organization that is primarily responsible for the success or failure of the venture. Participants in an offering are also subject to Section 5 obligations and liability. Accordingly, this included the Slock.it founders and principals...
Applying the Howey Test to the DAO Tokens- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG (“Slock.it”), a German corporation, and various principals and participants. Previously in this Lawcast series I went through the parameters of the Howey Test to determine if a particular investment contract is a “security” under the federal securities laws. I also have detailed the relevant facts related to the DAO and its ICO offering.
Applying the Howey Test to the DAO Tokens, the SEC notes that “money” need not include cash, but rather can be anything of value. A contribution of ETH is an investment of “money” as considered by the Howey Test. Investors in the DAO were investing in a common enterprise with the expectation of profits, including dividends and increased value. The SEC also found that the profits were to be derived from the efforts of others, including Slock.it, its founders and the DAO curators...
Facts on the DAO Token ICO- On July 25, 2017, the SEC issued its Report on an investigation into an ICO and related activities by the DAO, an unincorporated entity, Slock.it UG, a German corporation, and various principals and participants. Today I am going through the relevant facts related to the DAO and its ICO
In a one-month period from April 30, through May 28, 2016, the DAO offered and sold 1.15 billion DAO Tokens in exchange for 12 million Ether (“ETH”) valued at approximately $150 million USD. ETH is a virtual currency. The Financial Action Task Force defines a “virtual currency” as:
a digital representation of value that can be digitally traded and functions as: (1) a medium of exchange; and/or (2) a unit of account; and/or (3) a store of value, but does not have legal tender status (i.e., when tendered to a creditor, is a valid and legal offer of payment) in any jurisdiction. It is not issued or guaranteed by any jurisdiction, and fulfils the above functions only by agreement within the community of users of the virtual currency. Virtual currency is distinguished from fiat currency (a.k.a. “real currency,” “real money,” or “national currency”), which is the coin and paper money of a country that is designated as its legal tender; circulates; and is customarily used and accepted as a medium of exchange in the issuing country. It is distinct from e-money, which is a digital representation of fiat currency used to electronically transfer value denominated in fiat currency...
Distributed Ledger Technology for the Securities IndustryLaura Anthony, Esq.
Distributed Ledger Technology for the Securities Industry- In addition to general information, during this LawCast series I have been summarizing a report issued by FINRA in January, 2017 discussing the implications of DLT for the securities industry, including FINRA member broker dealer firms. In the report, FINRA specifically discussed some major areas of consideration. In these last two LawCasts in this series, I have been going through each of those topics as summarized in the FINRA report.
Related to Anti-Money Laundering and Customer Identification Programs - DLT allows for global and anonymous participation, and accordingly practices and regulations will need to address anti-money laundering (AML) and customer identification obligations (CIP). The Bank Secrecy Act of 1970 requires controls and procedures to detect and prevent money laundering. FINRA Rule 3310 addresses AML obligations.
In addition, FINRA Rule 2090, the Know Your Customer (KYC) rule, requires firms to “use reasonable diligence, in regard to the opening and maintenance of every account, to know (and retain) the essential facts concerning every customer and concerning the authority of each person acting on behalf of such customer.” Technology is already being explored to centralize identity management functions such that once a customer identity is verified, the information can be shared with all network participants. Obviously this would greatly streamline processes for broker-dealers and customers alike.
It is likely that DLT technology will surpass regulatory changes in the AML/CIP/KYC sectors. The FINRA report notes that the current rules allow a firm to outsource functions to third parties, but not overall responsibility. Accordingly, a firm could utilize DLT technology for these functions now if they can fashion internal controls and procedures that comply with the ultimate rule responsibilities....
Blockchain Applications to Broker Dealers- In addition to general information, during this LawCast series I have been summarizing a report issued by FINRA in January, 2017 discussing the implications of DLT for the securities industry, including FINRA member broker dealer firms. In the report, FINRA specifically discussed some major areas of consideration. In these last two LawCasts in this series, I am going through each of those topics as summarized in the FINRA report.
Related to Customer Funds and Securities - DLT will create new ways to hold customer funds and securities and thus custodial changes. Broker-dealers that hold funds and securities must generally comply with Exchange Act Rule 15c3-3, which generally requires the broker to maintain physical possession or control over the customer’s fully paid and excess margin securities. Where funds and securities are purely digital, such as cryptosecurities, consideration will need to be made over how they are accounted for and who has the obligation. In addition, certain activities and access levels could amount to “receiving, delivering, holding or controlling customer assets” such as having access to a private key code for a customer.
Also potentially implicated in this area are Exchange Act Rule 15c3-1 related to net capital requirements, FINRA Rule 4160 on verification of assets and Exchange Act Rule 17a-13 related to quarterly security accounts.
Blockchain Technology Explained- In addition to the centralization of data, DLT can be used to process transactions by using overlaid software. For example, “smart contracts” can be created that would automatically execute agreed-upon terms in a contract based on certain triggering events. Smart contracts can be used for escrow arrangements, collateral management and corporate actions such as dividends and splits...
Introduction to Distributed Ledger Technology or BlockchainLaura Anthony, Esq.
Introduction to Distributed Ledger Technology or Blockchain: On July 13, 2017, FINRA held a Blockchain Symposium to assess the use of distributed ledger technology (DLT) in the financial industry, including the maintenance of shareholder and corporate records. DLT is commonly referred to as blockchain. The symposium included participation by the Office of the Comptroller of Currency, the US Commodity Futures Trading Commission (CFTC), the Federal Reserve Board and the SEC...
Confidential Registration Statements; IPO, Secondary, or Follow-on Offerings- The SEC recently expanded the ability to file confidential registration statements for all companies completing an initial public offering, secondary or follow-on offering made within the first year after a company becomes publicly reporting and for Section 12(b) Exchange Act registration statements. The ability to file confidential registration statements has previously been limited to emerging growth companies, or EGC’s and companies filing initial offering circular’s for first time Regulation A+ offerings...
OTC PINK Quotation Levels and Marketplace- Today is the continuation in a LawCast series talking about the OTC Pink marketplace and quotation criteria. The OTC Pink, which includes the highest-risk, highly speculative securities, is further divided into three tiers: Current Information, Limited Information and No Information, based on the level of disclosure and public information made available by the company either through the SEC or posted on OTC Markets. There are no qualitative standards beyond disclosure for OTC Pink companies, which include companies in all stages of development as well as shell and blank check entities…
The OTC Pink marketplace is divided into three tiers - Current Information, Limited Information, and No Information - based on the level of disclosure and public information provided by the company. There are no qualitative standards for OTC Pink companies beyond disclosure requirements. To maintain Current Information status, companies must provide annual and quarterly financial statements and reports through SEC filings or by posting them on the OTC Markets website. They must also pay annual and set-up fees to subscribe to the OTC Markets disclosure service. The next tier, Limited Information, has less stringent disclosure requirements and will be covered in an upcoming discussion.
FINRA filed a proposed rule change with the SEC on March 8, 2017 to restructure the entry-level qualification examination for registered representatives and eliminate certain examination categories. The new rules would introduce the Securities Industry Essentials (SIE) exam. The rules also propose extending the period before a license lapses if unemployed from a FINRA member firm from two to seven years, allowing individuals to maintain licensing while working for a non-FINRA member financial affiliate. Finally, the rules aim to consolidate the examination structure from 16 exams with overlapping content to simplify the process and reduce costs.
NASDAQ has standards requiring that a majority of a company's board of directors be independent. To qualify as independent, a director cannot be an executive officer or employee of the company or have a relationship that could interfere with their independent judgment. NASDAQ provides a list of people who would not qualify as independent, including anyone employed by the company in the last 3 years, who received over $100,000 in compensation from the company in the last 3 years (excluding board compensation), who has a family member employed as an executive officer, or who is a partner or executive officer of an entity receiving over $200,000 or 5% of the company's revenues.
Medallion Guarantees- A medallion guarantee is a special signature guarantee used for the transfer of securities. Although from a logistical standpoint, a medallion guarantee is similar to a notary, in that a person checks the signatory’s identification and puts a stamp on their signature, it has far different implications...
This document discusses the NYSE MKT listing requirements regarding director independence. It notes that under NYSE MKT rules, a majority of the board of directors must be independent, as well as all audit and compensation committee members. Moreover, these committee members are subject to additional independence standards. The document then outlines situations that would violate independence, such as a director being employed by the company in the last three years, accepting over $120,000 in compensation from the company in the last three years, having a family member who worked as an executive for the company in the last three years, or having certain business relationships with the company that exceed thresholds.
This document discusses the deregistration rules for foreign private issuers from SEC reporting requirements. A foreign private issuer may deregister if its average daily trading volume in the US is less than 5% of worldwide trading volume or it has fewer than 300 shareholders worldwide. It must also have reported in the US for at least a year, not registered securities for sale in the last 12 months, and maintained a foreign listing for 12 months. The document also mentions that American Depository Receipts (ADRs) represent ownership of foreign company shares that trade in US dollars on US exchanges. ADRs must comply with SEC reporting or an exemption and are registered on Form F-6.
M&A Broker Exemption- Following the SEC’s lead, effective July 1, 2016, Florida passed a statutory exemption from the broker-dealer registration requirements for entities effecting securities transactions in connection with the sale of equity control of private operating businesses (“M&A Broker”)...
Form 1-A and Regulation A- Form 1-A consists of three parts: Part I – Notification, Part II – Offering Circular, and Part III – Exhibits. Part I calls for certain basic information about the company and the offering, and is primarily designed to confirm and determine eligibility for the use of a Regulation A offering in general. Part I also includes disclosure related to the application of the bad actor disqualification; jurisdictions in which securities are to be offered; and unregistered securities issued or sold within the prior one year...
Form 8-K- Today is the first in a LawCast series talking about Form 8-K. On September 26, 2016, and again on the 27th, the SEC brought enforcement actions against issuers for the failure to file 8-K’s associated with corporate finance transactions and in particular PIPE transactions involving the issuance of convertible debt, preferred equity, warrants and similar instruments. Prior to the release of these two actions, I have been hearing rumors in the industry that the SEC has issued “hundreds” of subpoenas to issuers related to PIPE transactions and in particular to determine 8-K filing deficiencies, Although hundreds is likely an exaggeration, the SEC is certainly focusing on this space.
Back in August 2014, the SEC did a similar sweep related to 8-K filing failures associated with 3(a)(10) transactions. The 8-K filing deficiency actions were a precursor to a larger SEC investigation on 3(a)(10) transactions themselves which culminated in two well-known enforcement actions against active 3(a)(10) participants (the Ironridge companies and IBC Funds) and resulted in a chill on the 3(a)(10) activity in the industry as a whole. 3(a)(10) actions continue today but the volume of transactions has dramatically reduced and the attention to due diligence, detail and reporting requirements has likewise increased...
Regulation A- On November 17, 2016, the SEC Division of Corporation Finance issued three new Compliance and Disclosure Interpretations (C&DI) to provide guidance related to Regulation A. Since the new Regulation A came into effect on June 19, 2015, its use has continued to steadily increase. In my practice alone I am noticing a large uptick in broker-dealer-placed Regulation A offerings, and recently, institutional investor interest...
The document discusses the listing requirements for the NYSE MKT stock exchange. It provides background on the history and evolution of the NYSE MKT from the American Stock Exchange to its current name. It explains that the NYSE MKT focuses on small and micro-cap companies and uses a Designated Market Maker model to match buyers and sellers, whereas NASDAQ relies on multiple competing market makers and a purely electronic system. Listing companies must comply with the unique rules and regulations of the exchange on which they list.
Brian Fitzsimmons on the Business Strategy and Content Flywheel of Barstool S...Neil Horowitz
On episode 272 of the Digital and Social Media Sports Podcast, Neil chatted with Brian Fitzsimmons, Director of Licensing and Business Development for Barstool Sports.
What follows is a collection of snippets from the podcast. To hear the full interview and more, check out the podcast on all podcast platforms and at www.dsmsports.net
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B2B payments are rapidly changing. Find out the 5 key questions you need to be asking yourself to be sure you are mastering B2B payments today. Learn more at www.BlueSnap.com.
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This presentation is a curated compilation of PowerPoint diagrams and templates designed to illustrate 20 different digital transformation frameworks and models. These frameworks are based on recent industry trends and best practices, ensuring that the content remains relevant and up-to-date.
Key highlights include Microsoft's Digital Transformation Framework, which focuses on driving innovation and efficiency, and McKinsey's Ten Guiding Principles, which provide strategic insights for successful digital transformation. Additionally, Forrester's framework emphasizes enhancing customer experiences and modernizing IT infrastructure, while IDC's MaturityScape helps assess and develop organizational digital maturity. MIT's framework explores cutting-edge strategies for achieving digital success.
These materials are perfect for enhancing your business or classroom presentations, offering visual aids to supplement your insights. Please note that while comprehensive, these slides are intended as supplementary resources and may not be complete for standalone instructional purposes.
Frameworks/Models included:
Microsoft’s Digital Transformation Framework
McKinsey’s Ten Guiding Principles of Digital Transformation
Forrester’s Digital Transformation Framework
IDC’s Digital Transformation MaturityScape
MIT’s Digital Transformation Framework
Gartner’s Digital Transformation Framework
Accenture’s Digital Strategy & Enterprise Frameworks
Deloitte’s Digital Industrial Transformation Framework
Capgemini’s Digital Transformation Framework
PwC’s Digital Transformation Framework
Cisco’s Digital Transformation Framework
Cognizant’s Digital Transformation Framework
DXC Technology’s Digital Transformation Framework
The BCG Strategy Palette
McKinsey’s Digital Transformation Framework
Digital Transformation Compass
Four Levels of Digital Maturity
Design Thinking Framework
Business Model Canvas
Customer Journey Map
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Company Valuation webinar series - Tuesday, 4 June 2024FelixPerez547899
This session provided an update as to the latest valuation data in the UK and then delved into a discussion on the upcoming election and the impacts on valuation. We finished, as always with a Q&A
How are Lilac French Bulldogs Beauty Charming the World and Capturing Hearts....Lacey Max
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How to Implement a Strategy: Transform Your Strategy with BSC Designer's Comp...Aleksey Savkin
The Strategy Implementation System offers a structured approach to translating stakeholder needs into actionable strategies using high-level and low-level scorecards. It involves stakeholder analysis, strategy decomposition, adoption of strategic frameworks like Balanced Scorecard or OKR, and alignment of goals, initiatives, and KPIs.
Key Components:
- Stakeholder Analysis
- Strategy Decomposition
- Adoption of Business Frameworks
- Goal Setting
- Initiatives and Action Plans
- KPIs and Performance Metrics
- Learning and Adaptation
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Benefits:
- Systematic strategy formulation and execution.
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Digital Marketing with a Focus on Sustainabilitysssourabhsharma
Digital Marketing best practices including influencer marketing, content creators, and omnichannel marketing for Sustainable Brands at the Sustainable Cosmetics Summit 2024 in New York
2. 2
July, 2016
NASDAQ Listing Requirements
This blog is the first in a two-part series explaining the listing requirements for the two small-cap national exchanges,
NASDAQ and the NYSE MKT, beginning with NASDAQ. In addition to often being asked about the listing requirements
on NASDAQ and the NYSE MKT, I am asked about the benefits of trading on such an exchange. Accordingly, at the end
of this blog I have included a discussion on such benefits.
The NASDAQ Stock Market
The NASDAQ Stock Market currently has three tiers of listed companies: (1) The NASDAQ Global Select Market, (2) The
NASDAQ Global Market and (3) The NASDAQ Capital Market. Each tier has increasingly higher listing standards, with
the NASDAQ Global Select Market having the highest initial listing standards and the NASDAQ Capital Markets being
the entry-level tier for most micro- and small-cap issuers. Keeping in line with the focus of my blogs and practice, this
blog is focused on the NASDAQ Capital Market tier.
A company seeking to list securities on NASDAQ must meet minimum listing requirements, including specified financial,
liquidity and corporate governance criteria. NASDAQ has broad discretion over the listing process and may deny an
application, even if the technical requirements are met, if it believes such denial is necessary to protect investors and the
public interest.
Once listed, a company must meet continued listing standards. In order to apply for listing on NASDAQ, a company
must complete and submit to NASDAQ a listing application including specified documents and information.
The application process generally takes four to six weeks. Upon submittal of the application, a NASDAQ analyst will be
assigned to the file as a lead interface with the company. The company will receive an initial comment letter within two to
three weeks, and the comment and review process will continue until the application is either approved or denied. Like a
filing with the SEC, a well prepared NASDAQ application will result in fewer comments and a smoother, quicker
process. Generally, a company’s securities counsel takes the lead and is the point person in preparing the application
and communicating with NASDAQ.
Also similar to an SEC review process, NASDAQ will review publicly available information about a company, including
but not limited to SEC filings, a company’s website, management communications and speeches, and press
releases. For the most part, the back-and-forth process does not require a formal protocol, and communications will
include e-mail correspondence and phone calls.
3. 3
Listing Criteria for NASDAQ
To list its securities on NASDAQ, a company is required to meet: (a) certain initial quantitative and qualitative
requirements and (b) certain continuing quantitative and qualitative requirements. The quantitative listing thresholds for
initial listing are generally higher than for continued listing, thus helping to ensure that companies have reached a
sufficient level of maturity prior to listing. NASDAQ also requires listed companies to meet stringent corporate
governance standards.
Prior to submitting a full listing application, a company can seek a preliminary listing eligibility review. The Listing
Qualifications staff will review the company’s public filings to determine if it satisfies the numerical listing
requirements. The staff will also consider compliance with the corporate governance requirements of Marketplace Rules
(“Rules”).
Once the preliminary review is completed, the Listing Qualifications staff will determine whether the company satisfies
the numerical listing criteria and whether any corporate governance or regulatory issues raised by the company would
preclude listing approval. Any final approval, however, will require the company to submit a formal listing application,
which application will undergo an extensive review by NASDAQ Listing Qualifications staff. Moreover, any final approval
will require satisfactory compliance with certain other qualitative reviews, including a review of the regulatory history of
the company’s officers, directors and significant shareholders.
The following information sets forth the requirements to list on the NASDAQ Capital Market, the lowest of the three
NASDAQ market tiers, as well as the Corporate Governance Requirements required for such tiers.
4. 4
Financial and Liquidity Requirements
Companies must meet all of the criteria under at least one of the three standards below to qualify for the NASDAQ
Capital Market.
Requirements Equity Standard
Market Value of
Listed Securities
Standard
Net Income
Standard
Listing Rules 5505(a)
and
5505(b)(1)
5505(a)
and
5505(b)(2)
5505(a)
and
5505(b)(3)
Stockholders’ equity $5 million $4 million $4 million
Market value of
publicly held shares
$15 million $15 million $5 million
Operating history 2 years N/A N/A
Market value of listed
securities
N/A $50 million N/A
Net income from
continuing
operations (in the
latest fiscal
year or in two fo the
last three
fiscal years)
N/A N/A $750,000
Publicly held shares 1 million 1 million 1 million
Bid price or $4 $4 $4
Closing Price* $3 $2 $3
Corporate governance Yes Yes Yes
Total Shareholders 300 300 300
5. 5
* To qualify under the closing price alternative, a company must have: (i) average annual revenues of $6 million for three
years, or (ii) net tangible assets of $5 million, or (iii) net tangible assets of $2 million and a 3-year operating history, in
addition to satisfying the other financial and liquidity requirements listed above.
The Seasoning Rules
The seasoning rules, which were adopted in late 2011, prohibit a company that has completed a reverse merger with a
public shell from applying to list until the combined entity had traded in the U.S. over-the-counter market, on another
national securities exchange, or on a regulated foreign exchange, for at least one year following the filing of all required
information about the reverse merger transaction, including audited financial statements. In addition, the rules require
that the new reverse merger company has filed all of its required reports for the one-year period, including at least one
annual report.
In addition, the seasoning rule requires that the reverse merger company “maintain a closing stock price equal to the
stock price requirement applicable to the initial listing standard under which the reverse merger company is qualifying to
list for a sustained period of time, but in no event for less than 30 of the most recent 60 trading days prior to the filing of
the initial listing application.”
The rule includes an exception for companies that complete a firm commitment offering resulting in net proceeds of at
least $40 million.
In addition to the specific additional listing requirements contained in the new rule, the Exchange may “in its discretion
impose more stringent requirements than those set forth above if the Exchange believes it is warranted in the case of a
particular reverse merger company based on, among other things, an inactive trading market in the reverse merger
company’s securities, the existence of a low number of publicly held shares that are not subject to transfer restrictions, if
the reverse merger company has not had a Securities Act registration statement or other filing subjected to a
comprehensive review by the SEC, or if the reverse merger company has disclosed that it has material weaknesses in its
internal controls which have been identified by management and/or the reverse merger company’s independent auditor
and has not yet implemented an appropriate corrective action plan.”
Corporate Governance Requirements
All three tiers of the NASDAQ Stock Market regarding corporate governance requirements are generally the same.
The categories of corporate governance include: (1) Distribution of Annual or Interim Reports, (2) Independent Directors,
(3) Audit Committee, (4) Compensation Committee, (5) Nomination of Directors, (6) Code of Conduct, (7) Annual
Meetings, (8) Solicitation of Proxies, (9) Quorum, (10) Conflict of Interest, (11) Shareholder Approval and (12) Voting
Rights. Companies must meet the following corporate governance standards:
The company is required to have a compensation committee consisting solely of independent directors and having at
least two members. In addition, Rule 5605(d)(2)(A) includes an additional independence test for compensation
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committee members. The compensation committee must determine, or recommend to the full board for determination,
the compensation of the chief executive officer and all other executive officers.
Corporate Governance Requirement Description
Distribution of Annual or Interim Reports The company must make its annual and interim
reports available to shareholders, either by mail
or electronically through the company’s website.
Independent Directors The company’s board of directors is required to
have a majority of independent directors.
Audit Committee
The company is required to have an audit
committee consisting solely of independent
directors who also satisfy the requirements of
SEC Rule 10A-3 and who can read and
understand fundamental financial statements.
The audit committee must have at least three
members. One member of the audit committee
must have experience that results in the
individual’s financial sophistication.
Compensation of Executive Officers
Nomination of Directors Independent directors must select or recommend
nominees for directors.
Code of Conduct The company must adopt a code of conduct
applicable to all directors, officers and
employees.
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Annual Meetings The company is required to hold an annual
meeting of shareholders no later than one year
after the end of its fiscal year.
Solicitation of Proxies The company is required to solicit proxies for all
shareholder meetings.
Quorum The company must provide for a quorum of not
less than 33 1/3% of the outstanding shares of it
voting stock for any meeting of the holders of its
common stock.
Conflict of Interest
The company must conduct appropriate review
and oversight of all related party transactions for
potential conflict of interest situations.
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Shareholder Approval The company is required to obtain shareholder
approval of certain issuances of securities,
including:
· Acquisitions where the issuance equals
20% or more of the pre-transaction outstanding
shares, or 5% or more of the pre-transaction
outstanding shares when a related party has a
5% or greater interest in the acquisition target
· Issuances resulting in a change of control
· Equity compensation
· Private placements where the issuance
equals 20% or more of the pre-transaction
outstanding shares at a price less than the
greater of book or market value
Voting Rights
Corporate actions or issuances cannot
disparately reduce or restrict the voting rights of
existing shareholders.
The Application and Documents
The NASDAQ application package includes: (i) a symbol reservation form; (ii) the listing application (which requires
supplemental documents); (iii) the listing agreement; (iv) the corporate governance certification; (v) the initial application
fee, payable via check or wire transfer; and (vi) a logo submission form. All the application forms are completed online
at the NASDAQ website listing center. The online platform allows for uploading supplemental and supporting
documents. All of the forms should be reviewed in advance and the requisite information readily available before
submitting the application.
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Symbol Reservation Form
The symbol reservation form is a one-page fill-in electronic form. NASDAQ symbols must be 1-5 characters and are
governed by the Intermarket Symbols Reservation Authority (ISRA), which is designed to help organize symbols, prevent
duplication and reduce programming and operational complexities. Although beyond this blog, the national market
systems have developed a NMS Symbology Plan which is utilized by the ISRA and NASDAQ. The symbol reservation
form requests three symbol choices in order of preference. Although NASDAQ will likely give the first choice if available,
it has full authority to assign, rescind, or reassign a trading symbol at any time. In addition to the symbol choice, this
form includes additional basic information regarding the issuer and planned public offering, including, for example, the
name of attorney, lead underwriter if applicable, names of CEO and CFO, yearly revenues, company website and
company sector.
The Application
NASDAQ has several listing applications depending on the circumstances of the listing sought. There are twelve
different listing applications varying from an application where there has been a change of control, to switching from
another exchange or other U.S. market such as the OTC Markets, to spin-offs and of course an IPO. Each listing
application is approximately 7 pages in length and requests detailed basic information about the company such as
address, contact and billing information, securities attorney and auditor information, transfer agent and officers and
directors. In addition, the application form requests information on the specific securities including type, par value and
cusip number.
A NASDAQ application also requires disclosure of certain inquiries, investigations, lawsuits, litigation, arbitrations,
hearings and other legal and administrative proceedings involving the company, its officers or directors or ten percent
(10%) or greater shareholders. Related to the company, the application requires disclosure of any proceedings within
the ten years preceding the application date (i) that were initiated by any regulatory civil or criminal agency; (ii) which are
material to the company and were asserted under state or federal securities, banking, insurance, tax or bankruptcy laws;
or (iii) which are material to the company and allege fraud, deceit or misrepresentation. Backup and final disposition
documents must be provided.
Related to officers, directors or ten percent (10%) or greater shareholders, the application the application requires
disclosure of any proceedings within the ten years preceding the application date (i) that were initiated by any regulatory
civil or criminal agency; or (ii) which allege fraud, deceit or misrepresentation and requested damages in excess of
$100,000. Again, backup and final disposition documents must be provided.
Disclosure is required as to any and all matters that fall within the category requested, including all inquiries, even where
the inquiring party would not have jurisdiction to pursue a claim. Accordingly, inquiries by FINRA’s Office of Fraud
Detection and Market related to the trading activity and press releases, although usually benign, must be disclosed.
The application includes additional questions related to the background of the company, including questions designed to
ensure compliance with the seasoning rules.
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Moreover, all private offerings, including bridge financings, shelf registrations, and Regulation S offerings, that “are
contemplated or have been consummated within the prior six months,” must be disclosed. A planned incomplete or
busted offering may result in additional questions and accordingly, care should be given in launching private offerings
prior to a planned listing or uplisting.
Although NASDAQ has the right to request any supporting documents it deems relevant, certain supporting documents
must be included with the application. The types of supporting documents vary depending on application type.
An application for an uplisting from an existing U.S. market, such as the OTC Markets, must include (i) letters from 3
market makers confirming their agreement to make a market in the subject securities upon acceptance of a NASDAQ
listing; (ii) a listing agreement; (iii) a logo submission form; (iv) a corporate governance certification form; (v) regulatory
correspondence over the past 12 months; and (vi) shareholder confirmation documents. Moreover, in an uplisting
application, NASDAQ frequently requests a written confirmation from the company’s transfer agent that the security is
DRS (direct registration program) eligible.
Other common follow-up questions from NASDAQ when reviewing an uplisting application include: (i) a request for a
Broadridge share range analysis and NOBO list; (ii) a request for a certified shareholder list; (iii) questions related to the
mitigation of any going concern opinions; (iv) a request for income statement and/or balance sheet projections for the
next 12 months; (v) confirmation that all Sarbanes Oxley Section 302 and 906 certifications have been made; and (vi)
confirmation that the auditors have reviewed all quarterly filings in accordance with SAS 100.
The Listing Agreement
The Listing Agreement is a simple 2-page agreement affirming the company’s agreement to comply with all rules and
regulations of the NASDAQ Stock Market and indemnifying and holding NASDAQ harmless from liability. In particular, a
listed company holds NASDAQ harmless and agrees to indemnify the exchange from any liability resulting from third-
party trademark infringement claims related to the company’s symbol and logo and NASDAQ’s use of same. In addition,
the listing agreement contains a disclaimer of warranty and liability against NASDAQ for trading issues other than those
resulting from gross negligence or willful misconduct.
Corporate Governance Certification Form
The corporate governance certification form certifies compliance with the governance requirements related to an audit
committee, director nomination process, compensation committee, board composition, executive sessions, quorum and
codes of conduct. Where an exemption applies, the form requires specification of the exemption terms. The form
specifies the different rules and exceptions in a check-the-box format.
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Logo Submission Form
The logo submission form contains the guidelines for the logo and affirms NASDAQ’s rights to use same. NASDAQ uses
company logos in its own marketing materials, on the MarketSite Video Wall and Tower and on websites.
Fees
Entry fees are based upon the aggregate number of shares to be listed at the time of initial listing, regardless of class,
with a maximum cap of $75,000. Fees are assessed on the date of entry in The NASDAQ Capital Market, except for
$5,000, which represents a non-refundable application fee. This fee must be submitted with the company’s application.
NASDAQ does not charge application or entry fees for any securities that are transferred from a national securities
exchange.
NASDAQ Capital Market Entry Fees
Shares Entry Fees
Up to 15 million $50,000, including $5,000 application fee
Over 15 million $75,000, including $5,000 application fee
Annual Fees
Annual fees are based on the company’s Total Shares Outstanding (“TSO”) for all classes of stock listed on the Capital
Market, as reported in the company’s latest filing on record with NASDAQ. In the first year of listing, the company’s
annual fee will be prorated based on the date of listing.
For a company transferring to The NASDAQ Capital Market from The NASDAQ Global Select Market or Global Market,
NASDAQ will apply a credit toward the balance of the company’s new annual fee based on the annual fee already pai
NASDAQ Capital Market Annual Fees
Total Shares Outstanding Annual Fees Annual Fees for ADRs
Up to 10 million $32,000 $32,000
Over 10 million $40,000 $40,000
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Benefits of Trading on an Exchange
There are many benefits to trading on an exchange as opposed to the OTC Markets. The biggest benefits to an
exchange are the ability to attract analyst coverage and institutional investors, and the corresponding increase in liquidity
that comes with both. Stocks that trade on NASDAQ tend to have a lower bid/offer spread—again, encouraging trading
volume and liquidity. Exchange traded securities are exempt from the penny stock definition, allowing for more market
maker and broker-dealer participation. As further explained below, a broker-dealer cannot recommend a penny stock
transaction to its retail clients, and therefore, no analysts, financial advisors, or institutional investors make
recommendations for purchases of penny stocks.
As an aside, this is one of the reasons that OTC Markets created the OTCQX market tier, which does not list penny
stocks. It is also the reason that the small- and micro-cap industry is pushing for a supported valid venture exchange.
In today’s world it is increasingly difficult to deposit stock and/or trade in non-exchange traded securities. Despite the
congressional efforts and SEC rulemaking in support of small-cap capital formation (for example, the JOBS Act, including
the emerging growth company regulations, new Regulation A+ and Title III Crowdfunding and new FAST Act), through
enforcement and investigative proceedings, both the SEC and FINRA continue to apply pressure on broker-dealers,
clearing firms and transfer agents to reduce the secondary trading and free flow of penny stocks.
Further on Penny Stocks
NASDAQ and NYSE MKT traded securities are exempted from the definition of a “penny stock” as a result of the initial
and ongoing listing standards. Penny stock rules focus on the activity of broker-dealers in effectuating trades in penny
stocks. The Securities Enforcement Remedies and Penny Stock Reform Act of 1990 (the “Penny Stock Act”) prohibits
broker-dealers from effecting transactions in penny stocks unless they comply with the requirements of Section 15(h) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules promulgated thereunder and, in
particular, Exchange Act rules 15g-1 through 15g-100 (the “penny stock rules”).
Section 15(h) of the Exchange Act provides that no broker or dealer may effectuate the purchase or sale of any penny
stock by a customer unless such broker or dealer (i) approves the customer for the specific penny stock transaction and
receives from the customer a written agreement to the transaction; (ii) furnishes the customer a risk disclosure document
describing the risks of investing in penny stocks; (iii) discloses to the customer the current market quotation, if any, for
the penny stock, including the bid and ask prices and the number of shares that apply to such bid and ask prices; and (iv)
discloses to the customer the amount of compensation the firm and its broker will receive for the trade. In addition, after
executing the sale, a broker-dealer must send to its customer monthly account statements showing the market value of
each penny stock held in the customer’s account. Moreover, brokers and dealers that are subject to the penny stock
rules are subject to additional disclosure requirements set forth in Rules 15g-2 through 15g-9.