Sunday, July 01, 2018 10:34:08 AM
The expenses associated with being a public company include auditing, accounting and legal fees and expenses, investor relations expenses, increased directors’ fees and director and officer liability insurance costs, registrar and transfer agent fees and listing fees, as well as other expenses. As a public company, we may be required, among other things, to define and expand the roles and the duties of our board of directors and its committees and institute more comprehensive compliance and investor relations functions. Failure to comply with Sarbanes-Oxley Act or Dodd-Frank Act could potentially subject us to sanctions or investigations by the SEC or other regulatory, exchange or market authorities.
If we were to list on the NYSE or NASDAQ we would be deemed to be a “controlled company” within the meaning of their rules and, as a result, we would qualify for exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.
Timur Turlov controls a majority of the voting power of our outstanding common stock. Accordingly, we expect to qualify as a “controlled company” within the meaning of exchange or markets corporate governance standards. Under such rules, a company of which more than 50% of the voting power is held by an individual is a “controlled company” and may elect not to comply with certain corporate governance standards, including:
? the requirement that a majority of the board of directors consist of independent directors;
? the requirement that we have an audit committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
? the requirement that our nominating and corporate governance committee be composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities;
? the requirement that we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
? the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees.
If we make and are subsequently granted an exchange or market listing, we intend to utilize these exemptions. Currently we do not have a majority of independent directors, our nominating and corporate governance committee and compensation committee do not consist entirely of independent directors and such committees may not be subject to annual performance evaluations, and for as long as we are a controlled company, we anticipate taking advantage of these exemptions. Consequently, you do not and will not have the same protections afforded to stockholders of companies that are subject to all of corporate governance rules and requirements. Our status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price.
"I love doing a lot of things I'm told I can't do. I think that's what drives me and keeps me awake every day." ~ Patrick Soon Shiong
Recent FRHC News
- S&P Revises Outlook for Freedom Holding Corp. Subsidiaries to Positive • Business Wire • 07/01/2024 05:16:00 PM
- Freedom Holding Corp. Reports Fiscal Year 2024 Financial Results • Business Wire • 06/13/2024 09:30:00 PM
- Form 3 - Initial statement of beneficial ownership of securities • Edgar (US Regulatory) • 06/11/2024 08:53:49 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 06/03/2024 06:35:15 PM
- Freedom Holding Corp. Appoints New Board Members and Announces Creation of Chief Legal Officer Position • Business Wire • 06/03/2024 02:01:00 PM
- Form NT 10-K - Notification of inability to timely file Form 10-K 405, 10-K, 10-KSB 405, 10-KSB, 10-KT, or 10-KT405 • Edgar (US Regulatory) • 05/31/2024 07:58:24 PM
- Freedom Holding Corp. to Be Title Sponsor of Landmark Chess Event in New York City • Business Wire • 05/16/2024 03:38:00 PM
- Freedom Holding Corp. CEO, Timur Turlov, to Deliver Keynote Speech at LD Micro Inaugural New York Investor Conference • Business Wire • 04/01/2024 11:30:00 AM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 03/06/2024 09:01:17 PM
- Form 144 - Report of proposed sale of securities • Edgar (US Regulatory) • 03/06/2024 06:57:50 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 02/29/2024 12:00:24 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 02/13/2024 01:00:18 PM
- Freedom Holding Corp. Reports Third Quarter Fiscal Year 2024 Financial Results • Business Wire • 02/12/2024 02:35:00 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 02/09/2024 10:11:01 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 01/25/2024 09:16:05 PM
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- Form 8-K - Current report • Edgar (US Regulatory) • 12/01/2023 03:15:32 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 11/20/2023 09:05:16 PM
- Form 144 - Report of proposed sale of securities • Edgar (US Regulatory) • 11/17/2023 10:29:19 PM
- Form 144 - Report of proposed sale of securities • Edgar (US Regulatory) • 11/17/2023 10:22:26 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 11/08/2023 11:30:48 AM
- Form 8-K - Current report • Edgar (US Regulatory) • 11/06/2023 12:55:49 PM
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