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All-cash, All-stock offer

An acquisition strategy known as an “all-cash, all-stock offer” requires the buyer to commit to purchasing all of the target company’s outstanding shares for a certain amount in cash. It is also characterized as buying all of a company’s outstanding shares from its shareholders in exchange for payment. All-cash, all-stock offers are typically taken into consideration as a strategy to complete an acquisition. This could be an excellent technique the acquiring corporation might use to make the transaction appear sweet and persuade shareholders who are on the fence to accept the sale by offering a premium above the cost at which the shares are now trading. So if it’s that case, if indeed the company was purchased at a premium, then shareholders of the target company could experience an increase in the value of their shares. Even when we talk about cash deals, a stock value for the target firm is discussed, and that value may be considerably higher than its current market price. Therefore,...

How important marketing is for Regulation A?

  Regulation A+ represents the lately enacted SEC rule that amends and expands the rarely utilized Regulation A offering exemption. Regulation A+ might be viewed as an alternative to a small registered IPO and also, as a substitute or addition to other securities offering procedures that are not subject to registration under the Securities Act.  Although Regulation A+ is still quite new, it is swiftly establishing a name as the perfect spot for so many American businesses looking for capital. Reg A+, which is supported by the SEC, actually permits non-SEC reporting corporations to raise capital from public investors while also allowing (or even more motivating) the issuer to publicize their offering openly.  The opportunity to publicly market to investors has benefited greatly for numerous corporations.  This method is intended to reduce regulatory constraints by allowing companies who wouldn’t have contemplated pursuing total IPOs to get the type of financing necess...

Company Disclosures

When we speak about disclosures and what they represent in financial terms, that actually refers to providing the public with all relevant information about a company on time.  So relevant information includes facts, figures, dates, procedures, innovation, etc, which means any information regarding a company that can probably impact an investor’s decision. As a result, it is necessary to comprehend that public company directors and officers are in charge of company disclosures and securing investors with complete and valid information. Access to material info enables investors to make information-based investment decisions, which is vital for efficient market pricing and on which state and federal securities are based.  Anytime new stocks are issued to the public, the SEC requisite disclosures of relevant financial and business info to possible investors, with exemptions provided for private placements and small issues. Integrated disclosure structure is the name give...

Gypsy Swaps

The term known as a gypsy swap is a method of raising capital that involves persuading existing shareholders to exchange their free-trading, common stock for a restricted one. Gypsy Swap is a transaction that has been in practice by stock promoters for many years. The SEC's view is that Gypsy Swaps are a means to evade the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and violate Section 5 of the Securities Act. The SEC has established specific rules in the Securities Act under Section 5 that require any new stock transaction must be listed with the SEC. The SEC has said unequivocally that Gypsy Swaps are infractions of Section 5 of the Securities Act of 1933, exposing all participants to monetary and other civil penalties, including disgorgement. It's important for issuers and investors to remember that a Gypsy Swap is only one way to avoid the registration requirements of Section 5 of the Securities Act. Any transaction in which t...

Shell Risk Designation

  The OTC Market launches this new Promotion Risk flag that should assist investors in recognizing stocks that are now part of a stock promotion strategy.   OTC Markets with their team keeps a close eye on a number of sources to assess whether a stock is being pushed, so their main assignment is to gather information from a massive number of market players and analyze all collected data before putting the Promotion Risk flag on their website.  A “Shell Risk” flag has been added to these new designations, signifying that a corporation exhibits features related to shell corporations, based on a review of the firm’s major yearly financial data, which are connected to limited activities. Shell corporations have few or no assets and operations. All that OTC Markets try to do with all these activities is to demonstrate their dedication to a market compliance monitoring system that promotes more transparency, prompt info, and at last greater security of investors so to be a...

The reasons why you should hold Penny Stocks

There are many prejudices about Penny Stocks and why should anyone have them in their portfolio. As defined by the U.S. Securities and Exchange Commission, penny stock is any publicly traded firm’s share that trades below $5 per share.   These types of stocks are inexpensive, allowing you to invest without committing large sums of money, which is advantageous for those on a limited budget.   That also implies if the business in that you have just invested fails, you won't suffer a significant loss per share.  Finally, all this indicates that the very same amount of money can purchase more penny stock shares than it can purchase more expensive securities shares. Tremendous gains can be made with a tiny initial investment. As a result, they have the potential to become extremely successful.  Despite their significant volatility, penny stocks provide excellent returns. These stocks have the ability to provide explosive growth of 100% or over in a single day, a...

Equity

Equity Shares  They are categorized under long-term sources of finance because legally they are irredeemable in nature. For an investor, these shares are a certificate of ownership in the company by virtue of which investors are entitled to share the net profits and have a residual claim over the assets of the company in the event of liquidation. Various Prices of Equity Shares: - Par or Face Value - Issue Price - Share Premium and Share at Discount - Book Value - Market Value Types of Equity Shares: - Authorized Share Capital - Issued Share Capital - Subscribed Share Capital - Paid-up Capital - Rights Share - Bonus Share - Sweat Equity Share  Equity Share Investment Advantages: - Dividend - Capital Gain - Limited Liability - Exercise Control - Right Shares - Bonus Shares - Liquidity - Stock Split Disadvantages: - Dividend is not fixed/controllable - High Risk - Fluctuation in market price - Limited control - Residual Claim  Equity Financing refers to raising capital by g...

OTC Markets' Warning Symbols Explained

The OTC Markets, which are divided into three tiers: the OTCQX Best Market, the OTCQB Venture Market, and the Pink Market, trade over 10,000 securities. The Pink Market trades a wide range of firms, including overseas corporations with limited disclosure in the United States, penny stocks and shell companies, as well as troubled, delinquent, and dark companies who are unwilling or unable to offer information to investors. The amount of publicly available data varies from firm to company. OTC Markets has designed investor protection symbols to warn against firms that may entail greater risk than others, in order to assist investors to better understand the risks connected with these securities and to give more transparency. On otcmarkets.com, numerous of these symbols may show on a corporate quote page. Here's a breakdown of what each one represents.   BANKRUPTCY   This indicator denotes that the firm has filed for bankruptcy or has indicated its intention to do so. This w...

6 Types of Stocks

1. Blue Chip Stocks Stocks of a large and well established company that is consistently profitable. 2. Income Stocks Stocks that pay consistent and growing dividends in good and bad times. 3. Growth Stocks Stocks that are anticipated to grow at a rate above the average of the market cyclical. 4. Defensive Stocks  Stocks that pay a constant dividend regardless of the market conditions. 5. Cyclical Stocks Stocks affected by changes in the overall economy. 6. Penny Stocks Stocks with prices under $5 and are know to be volatile.

Dodd-Frank Act

Dodd-Frank Act, officially called Dodd-Frank Wall Street Reform and Customer Protection Act was signed into law by President Barack Obama on July 21, 2010. The Act is voluminous and complex peace of legislation that reshaped U.S regulatory system in many sectors, including consumer protection, trading restrictions and credit ratings. It was the response to financial crisis of 2008 as Dodd-Frank put regulation on financial sector and created laws that stopped mortgage companies and lenders taking advantage of customers. The Act generated criticism that it inhibits growth of the economy and puts to much burden on the U.S. companies. Many experts blamed the lack of oversight and financial regulations for the crisis. It was the worst economic disaster since Great Depression of 1929. Fall in the interest rates allowed people with poor credit score to pursue their dream of buying a house. Problems appeared when interest rates started rising and many defaulted their payments. This cr...

How SEC regulates stock market?

Securities and Exchange Commission (SEC) is independent U.S federal agency that regulates the stock market. It was created in 1934 by Congress to help restore investor confidence after the 1929 stock market crash. The Securities Exchange Act of 1934 was created by Securities and Exchange Commission. It govern securities transaction on the secondary market relying on Securities Act of 1933 which increased transparency in financial  statements and  established  laws against fraudulent activities. In essence SEC provides transparency by ensuring accurate and consistent information about companies that allows investors to make informed and sound decisions. Without transparency stock market would be vulnerable to market speculation and creation of asset bubbles.  Securities and Exchange Commission has five  commissioners and five different divisions: Division of corporate finance - review corporate filing requirements ensuring that investors have c...

Testing the waters

In February 2019 Securities and Exchange Commission voted to propose a new Securities Act Rule 163B that would permit any issuer to engage in oral or written communication with potential investors that are, or are reasonably believed to be, qualified institutional buyers and institutional accredited investors either prior or following the filing of registration statement. This means the expansion of the JOBS act, which created Section 5(d) of Securities Act that permits only emerging growth companies to engage in communication with investors prior or following the filing the registration statement of the offering. Companies that have more than $1 billion in annual revenues cannot qualify as emerging growth companies and use the benefit of "test-the-waters" provision. The new rule will extend it beyond EGC to all issuers, including investment company issuers. The proposal from the SEC follows action taken by The Division of Corporate Finance in July 2017 to allow all ...

Why is Jobs Act important?

Jumpstart Our Business Startups Act or JOBS Act is a law that former president Barack Obama signed on April 5, 2012. The purpose of the act is to increase ability of small businesses to raise capital and generate jobs but also improve financial opportunities for all American citizens and not just wealthy investors. Of all seven titles of the bill Title III that refers to crowdfunding drew most attention. Provisions of the bill made easier for companies go public but also to raise capital and stay private longer. Act defined the term emerging growth company as a company that has less than $1 billion total annual gross revenue in recent fiscal year. The JOBS act provided such businesses with temporary relief from certain SEC requirements which made taking your company public a lot easier. The most significant relief are the exemption from audit of internal controls required under Section 404(b) of the Sarbanes-Oxley Act of 2002. It allowed new exemptions from registratio...

Why you should list your company on CSE?

C anadian Stock Exchange or CSE, operated by CNSX Markets Inc. is an alternative stock exchange In Canada, recognized as such in 2004. The CSE represents itself as an exchange for entrepreneurs that offers alternative and easier access to capital market. This is done through simple and precise rule book that makes listing quick and relatively inexpensive. The exchange is fully automated which means that floor trading method is not preferred.  Taking your company public by listing it on CSE gives you an opportunity to explore Canadian strong capital market and raise capital that will help your business grow. As publicly traded company on Canadian capital market will raise your corporate profile and draw attention of investors willing to invest in your company. In order to become publicly traded company in Canada company must become reporting issuer with one or more  of the Provincial Securities Commissions which means it is subject to ongoing public disclosure and...

What are Blue sky laws?

In addition to federal securities laws, every state has its own securities laws, commonly known as Blue sky laws that are designed to protect investors from fraudulent and overly speculative investments. While these laws vary from state to state but they are modeled after Uniform Securities Act of 1956 which provides guidance for the states in making their own securities legislation. Most state laws require from companies that offers securities to register the offering before they can be sold unless there is exemption. Each state has the regulatory agency that administers its blue sky law and most of them ensure private cause of action for private investors harmed by securities fraud. Issuers of securities must reveal terms of the offering where they fully and fairly disclose all material facts related to the offering. Because they differ among states it means that each jurisdiction can have different filing requirements.State law also cover merit review that regu...

OTCQB -what you need to know

OTC Market Group is American financial market with headquarters in New York City that provides price and liquidity information for almost 10,000 over-the-counter securities. Stating that they recognize that companies come in different shapes, sizes and stages of development so one standard is not suitable for all OTC Market Group has three different market tiers: OTCQX, OTCQB and Pink. Each tier have different standards, reporting requirements and level of disclosure. Pink market tier is considered the lowest because it doesn't have financial standards or reporting requirement. Stock in Pink tier are not required to be registered with the SEC. Companies have the opportunity to upgrade their status to OTCQB market if they met certain requirements, giving investors most current information possible while reducing the trading limits and restrictions companies may face on the Pink Market. OTCQB Venture Market, middle tier in OTC Market Group, is for early-stage developing ...