Termination of Registration of a Class of Security Under Section 12(g) (15-12g)
Companies facing delisting are more likely to consider “going dark” than those not under immediate pressure to address their listing status. However, many companies not facing near term delisting pressure may also wish to consider this possibility. Public company burdens are particularly acute for companies with a market capitalization of less than $50 million and total revenues of under $100 million. Public company compliance costs can range from $1.0 million to over $3.0 million annually even for such a relatively small company. The more troubled the issuer, the more burdensome public company status can become as a company spends a greater proportion of its diminishing resources dealing with difficult disclosure and accounting questions. In the past there has been some stigma associated with “going dark.” As the current recession has deepened, this negative perception may have less force as companies face the very high costs of remaining a public company in a very difficult business environment
What “Going Dark” Means “Going dark” refers to the process of voluntarily delisting a public company’s shares from a national securities exchange or inter-dealer quotation system (if so listed or quoted) and subsequently deregistering the shares under the Exchange Act, thus suspending or terminating the company’s public reporting obligations under the Exchange Act. Delisting alone does not eliminate public reporting requirements. Many non-listed companies are also reporting issuers. However, for such an unlisted public reporting company, the lack of a stock exchange listing may substantially diminish the benefits of remaining a public company
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