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Friday, March 30, 2012 5:20:54 PM
Recommendations:
A company should, at a minimum, take the following steps if considering going dark:
establish a special committee of its board of directors, comprised solely of independent directors, with separate legal, accounting and financial advisors, to consider all options of the company, including other transactions, such as a merger, a preceding “going private” transaction, sale of assets, sale of stock, etc., and to thoroughly analyze the effects going dark would have on the company and its shareholders;
make any such determinations sooner rather than later in the event that the Exchange Act rules are changed as recommended to count beneficial, rather than record, shareholders in order to qualify to go dark;
consider the impact going dark will have on the company’s ability to raise funds, make acquisitions, obtain financing, attract qualified employees, etc.;
carefully review all material agreements and charter document provisions for obligations to remain a public company;
keep proper records of all such proceedings;
comply with all filing and disclosure requirements with the SEC;
analyze the possibility of the shareholder base exceeding the minimum shareholder number requirements in the future;
consider announcing its intention to go dark two to eight weeks prior to filing the Form 15 and/or Form 25 in order to give shareholders time to sell their shares prior to going dark; and
consider continuing to publish the company’s audited financial statements on its website.
An issuer’s decision to “go dark” or “go private” is complex and complicated. Companies must weigh the costs and benefits of being public with the costs and benefits of being private. Although there may be important benefits to going dark, a board should carefully and thoroughly consider the decision with the advice of its legal, accounting and financial advisors.
http://chinainvestorking.blogspot.com/2011/11/going-dark-real-risk-for-reverse-merger.html
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