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OTC Markets Blog

Latest commentary on Market Structure, Compliance, Small Cap and Reg A+ issues, including insights on the news and trends that affect the public markets.

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Compliance

OTC Markets Group Establishes A Stock Promotion Policy

By Laura Anthony | Legal & Compliance, LLC

As OTC Markets Group continues to position itself as a respected venture trading platform, it has adopted a new stock promotion policy and best practices guidelines to improve investor transparency and address concerns over fraudulent or improper stock promotion campaigns. The stock promotion policy and best practices guidelines are designed to assist companies with responsible investor relations and to address problematic issues. Recognizing that fraudulent stock promotion is a systemic problem requiring an all-fronts effort by industry participants and regulators, the new policy focuses on transparency and disclosure of current information, and the correction of false statements or materially misleading information issued by third parties.

Continue reading “OTC Markets Group Establishes A Stock Promotion Policy”

Shining a Light on Stock Promotion… New Policy + Best Practices = Enhanced Market Transparency

The increased proliferation of digital platforms, social media and online investment newsletters can offer today’s public companies and investor relations professionals more immediate access to engage with a broader universe of potential investors. However, this technology-driven environment can also create additional channels for abuse by anonymous market manipulators.

Fraudulent stock promotion is an industry-wide problem.  Such deceitful promotion campaigns mislead investors, harm market dynamics, impede the capital formation process and tarnish the reputation of small companies.  It is incumbent upon regulators and those of us who operate financial markets to take a closer look at fraud and manipulation as it relates to stock promotion, trading and investments.  Continue reading “Shining a Light on Stock Promotion… New Policy + Best Practices = Enhanced Market Transparency”

Corporate Governance Rules of the Road

There is growing interest in the area of Corporate Governance and how companies can leverage best practices to attract investors and lower the cost of raising capital.  To provide companies with the “rules of the road” we recently hosted a webinar with Compass Investor Relations.   Continue reading “Corporate Governance Rules of the Road”

Stock Promotion – Context, Concerns & Potential Solutions

There is an adage that stocks need to be sold by having their stories widely told.  This is especially important for smaller companies looking to promote themselves to customers and build their visibility with the investment community.

Social networks and online media sites have created new ways for public companies to interact and connect with potential investors.  Digital marketing has made it easier for investor relations professionals to reach millions of investors with the click of a mouse, but it can also be abused by anonymous market manipulators for fraudulent promotional campaigns. Continue reading “Stock Promotion – Context, Concerns & Potential Solutions”

Shell Game

During conversations with compliance and risk departments over the past year, the topic of shell companies always comes up.  For diligent compliance officers the reason for this focus is obvious, shell companies and more specifically trading with their affiliates are noted specifically in key notices and regulations, including:

  • FINRA Regulatory Notice 09-05 – Unregistered Resales of Restricted Securities: Shell company status at the time of issuance is noted specifically as a red flag.
  • Office of Compliance Inspections and Examinations (OCIE) Alert October 2014 – Broker Dealer Controls Regarding Customer Sales of Microcap Securities: The alert noted that companies with nominal assets and low operating revenue should be a consideration when considering whether to file a Suspicious Activity Report (SAR).
  • Rule 144 – Specifically bars the use of the 144 safe harbor for securities issued by a shell company or former shell company[i].

Continue reading “Shell Game”

Quality Recommendations

At first look, FINRA Rule 2114, Recommendations to Customers in OTC Equity Securities (The OTC Rec Rule), seems onerous and vague – two of a Compliance Officer’s least favorite adjectives.  The initial requirement reads as follows:

“No member or person associated with a member shall recommend that a customer purchase or sell short any OTC Equity Security, unless the member has reviewed the current financial statements of the issuer, current material business information about the issuer, and made a determination that such information, and any other information available, provides a reasonable basis under the circumstances for making the recommendation.”
Continue reading “Quality Recommendations”

5 Get Smart Tips on OTC Markets Compliance

The OTC equity market can seem overwhelming – with so many securities and data points to track, many compliance professionals are at loss for where to start.  The good news is you are not alone.

Here are 5 tips to understanding the OTC Market

Continue reading “5 Get Smart Tips on OTC Markets Compliance”

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