West Coast Ventures Group Corp (fka WCVC)

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trader53

Re: PennyHoper post# 25001

Saturday, 10/04/2025 6:46:42 AM

Saturday, October 04, 2025 6:46:42 AM

WCVC Cannot Simply Go Private By Being Revoked

In short, there is no legitimate or legal way
to use regulatory punishment (revocation)
to achieve the goal of going private.

A lawful exit
from the public markets
requires a strategic, deliberate,
and legal process
that fairly compensates shareholders.

________________________________________________

‘Going Dark’:
Navigating the Tricky Path to Delisting and Deregistering
https://www.skadden.com/insights/publications/2023/09/the-informed-board/going-dark-navigating-the-tricky-path

Legal Requirements for “Going Dark”
https://www.cummings.law/legal-requirements-for-going-dark-vs-going-private-for-public-companies/

Duties When Public Companies
Voluntarily Go Dark Without Going Private
https://bradshawlawgroup.com/board-of-directors-fiduciary-duties-when-voluntarily-going-dark-without-going-private/

“Going Dark” –
A Process for Delisting and Deregistration
of Public Company Securities
https://www.ddrs.com/going-dark-a-process-for-delisting-and-deregistration-of-public-company-securities/

Current Developments to
the Process of Delisting and
Deregistration of Securities
from U.S. Exchanges
https://www.mayerbrown.com/-/media/files/perspectives-events/publications/2020/10/bakst_pli_current_vol4_2020.pdf

_________________________________________________

A publicly traded company
cannot simply "get away with" going private
by being revoked,
and the idea of a voluntary revocation is a misconception .

Revocation
is a regulatory enforcement action,
not a business strategy for transitioning to private ownership.

Instead, a company that wishes to go private
must follow a complex,
voluntary process
of delisting and deregistration.

Involuntary revocation vs. voluntary "going dark"

* Revocation
is an involuntary enforcement action
by the Securities and Exchange Commission (SEC)
that forces a company's registration to be terminated.

This typically happens when the company
fails to comply with SEC rules,
such as failing to file annual or quarterly reports.

This is a severe penalty that bans brokers
from trading the company's securities
and often signals serious financial or operational issues.

* “Going dark”
is a voluntary, multi-step process
for a company to become private while remaining in business.

It's a strategic decision made to reduce regulatory costs
and focus on long-term growth away
from public market pressures.

The legitimate process for a company to go private

To successfully "go dark,"
a company must complete two actions:
delisting and deregistration.

1. Delisting from an exchange:

* First, the company voluntarily removes its shares
from a major stock exchange by filing a Form 25 with the SEC.

The company must give public notice via a press release
and its website at least 10 days before filing the Form 25.

2. Deregistering with the SEC:

* To cease mandatory reporting requirements,
the company must also deregister with the SEC.

To do this, it must reduce its number of shareholders
below a specific threshold—
generally fewer than 300 "holders of record".

* This is typically achieved through a "going private" transaction,
such as a tender offer, where a controlling shareholder
or a private equity firm offers to buy back all outstanding shares
from public investors.

* Alternatively, a company can execute a reverse stock split
to force out smaller shareholders, cashing them out in the process.

* Once the shareholder count is low enough,
the company files a Form 15 with the SEC
to suspend and later terminate its reporting obligations.

The consequences of an illegitimate approach

If a company were to stop filing reports
in an attempt to be involuntarily revoked,
it would face serious consequences,
not a smooth transition to private status.

* Trading suspension:

The SEC would likely suspend trading in the company's stock,
wiping out its liquidity and devaluing shareholders' investments.

* Shareholder lawsuits:

Minority shareholders who are left with illiquid shares
would have a strong basis for a lawsuit,
alleging breach of fiduciary duty by management
for failing to ensure fair treatment.

* Personal liability:

Company officers
who intentionally flouted SEC regulations to achieve this outcome
could face personal liability, fines, and other severe penalties.

In short,
there is no legitimate or legal way
to use regulatory punishment (revocation)
to achieve the goal of going private.

A lawful exit from the public markets
requires a strategic, deliberate, and legal process
that fairly compensates shareholders.

_____________________________________________