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5 Ways to Help Maintain ‘34 Act Reporting Compliance

Although the economy appears to be starting a slight recovery, times remain tough for many companies. Public and private companies once thought beyond reproach have failed or are failing. When the stalwarts of the American economy are struggling how are smaller reporting companies expected to survive and maintain their public company status? […]

Is the PCAOB Unconstitutional?

On May 18, 2009, the United States Supreme Court agreed to hear Free Enterprise Fund v. PCAOB, a case that challenges the structure of the Public Company Accounting Oversight Board as unconstitutional. The PCAOB has been called many things, but is it unconstitutional, and if it is, what then?
PCAOB Structure
Formation of the PCAOB
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OTCBB Suspension of Late Filers - 3 Strikes Rule

On May 10, 2005, the National Association of Securities Dealers, Inc., now known as the Financial Industry Regulatory Authority (”FINRA”), through its subsidiary, the Nasdaq Stock Market, Inc. (”Nasdaq”), filed with the Securities and Exchange Commission (the “Commission”) a proposed rule change to limit the eligibility for quotation on the OTCBB of the securities of […]

Section 404 for the Non-Accelerated Filer

After several extensions, the Securities and Exchange Commission (the “SEC”) has finally settled on a compliance date for non-accelerated filers with respect to Section 404 of the Sarbanes-Oxley Act of 2002 (”Sarbanes-Oxley”).
What is Required?
In order to comply with Section 404 there are two reports that are required. One is prepared by […]

Issuer Purchases of Their Own Common Stock in the Open Market

The purpose of this article is to give an outline of the parameters under which a company can purchase its own stock in the open market. This is a summary of the rules, which will provide you guidelines sufficient for most situations. These rules are set forth in Rule 10b-18 of the Securities […]

A Primer on Going Public - Benefits and Drawbacks

There are three primary ways to go public: The Yellow Brick Road, The Self-Underwritten IPO, and The Reverse Merger into a Public Shell. The intent of this article is to briefly describe some of the benefits and drawbacks of each method.
The Yellow Brick Road
The traditional venture capital/underwritten IPO method is the hardest to […]

A Primer on Going Public - Part I

This is not another article on why you should go public, nor is it another briefing on all the disclosure and costs brought about by the Sarbanes-Oxley Act. For this article, I have assumed that the benefits and burdens of operating as a public company have been considered, and the decision to go public […]

Walt Disney Worlds Vision For A New Downtown Disney Marketplace Unveiled

Walt Disney World officials unveiled a new vision for Downtown Disney with plans for new shopping, dining and other experiences, including a completely reimagined Pleasure Island. Also on tap are numerous enhancements to existing Downtown Disney locations, as well as additional theming and storytelling by Walt Disney Imagineers.
According to Downtown Disney Vice President Kevin Lansberry, […]

The Death of Circuit City

Circuit City was the largest competitor to Best Buy in the retailing business. After years of mistakes, Circuit City has finally bitten the bullet. There are many blunders to address, but not enough time in the world to analyze them all. Here are a few of the issues at the heart of the Circuit City […]

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