Other Company-Related Actions
Issuers with a class of publicly trading securities also undertake other corporate actions relating to such securities, including the issuance of or change to a trading symbol or company name, merger, acquisition, dissolution or other company control transaction, bankruptcy or liquidation ("Other Company-Related Actions"; and together with SEA Rule 10b-17 Actions, are collectively referred to as "Company-Related Actions").
In accordance with Rule 6490, FINRA may prescribe the necessary forms, supporting documentation and fees to process announcements for Company-Related Actions.
Submitting Notice of Company-Related Actions
An issuer or other duly authorized representative that is obligated to notify FINRA of a Company-Related Action must:
1. Complete, sign and submit the Company-Related Action Notification Form to FINRA Operations at least ten (10) days prior to the record date or effective date (as applicable) involved for the Company-Related Action. The form is available on FINRA's website at www.finra.org/upc/forms.
2. Ensure that the issuer's duly authorized transfer agent signs and submits a completed Transfer Agent Verification Form to FINRA Operations simultaneously.
3. Attach supporting documentation (e.g., copy of board resolutions authorizing the Company-Related Action, amendment to the charter of incorporation) as required by the Company-Related Action Notification Form.
4. Pay all applicable fees, including late fees, in the manner prescribed on the Company-Related Action Notification Form.
5. Submit the above package either electronically or via overnight mail to FINRA Operations at the addresses specified on the applicable Form.
FINRA Operations will assign a unique, identifying number to each request to process documentation for a Company-Related Action. Issuers or their duly authorized representatives must include the number on all future submissions, notices and correspondence from them to FINRA Operations relating to the action.
FINRA Operations Determination
Once an issuer or its duly authorized representative submits a Company-Related Action Notification Form, FINRA Operations will review the submission and may request additional information or documentation as may be necessary to verify the accuracy of the information. If the party that submits the form does not sufficiently respond within 90 calendar days of the date FINRA Operations requests additional information or documentation, the request will be deemed "lapsed" and will be closed.
During the course of the review, if FINRA Operations believes that one of five explicitly enumerated factors outlined in Rule 6490 may be triggered, it generally will conduct an in-depth review of the Company-Related Action and may seek additional information or documentation from the issuer or duly authorized representative as outlined above. Where a Company-Related Action is deemed deficient, FINRA Operations may determine that it is necessary for the protection of investors, the public interest and to maintain fair and orderly markets, that documentation related to a Company-Related Action will not be processed. Factors that may be considered by the FINRA Operations in finding a request to process documentation related to a Company-Related Action deficient are explicitly limited to the following:
1. FINRA staff reasonably believes the forms and all supporting documentation, in whole or in part, may not be complete, accurate or with proper authority;
2. the issuer is not current in its reporting obligations, if applicable, to the SEC or other regulatory authority;
3. FINRA has actual knowledge that parties related to the Company-Related Action are the subject of pending, adjudicated or settled regulatory action or investigation by a regulatory body, or civil or criminal action related to fraud or securities laws violations4;
4. a government authority or regulator has provided information to FINRA, or FINRA has actual knowledge, indicating that persons related to the Company-Related Action may be potentially involved in fraudulent activities related to the securities market and/or pose a threat to public investors; and/or
5. there is significant uncertainty in the settlement and clearance process for the security.
