TheCorporateCounsel.net

Spanking brand new. By popular demand, this comprehensive “Nasdaq Listing Standards Handbook” covers the corporate governance listing standards for companies listed on the Nasdaq. A “must have” for any listed company (or for those that work for listed companies). This one is a real gem – 93 pages of guidance. Goes nicely with its companion: “NYSE Listing Standards Handbook.”

Nasdaq’s Listing Fees: Going Up & A New Structure

Here’s an excerpt from this Goodwin Procter memo:

A new fee structure and increased fee rates for the Nasdaq Global Select, Global and Capital Markets will become effective on January 1, 2015, subject to several transition provisions described below. All companies that list securities on these Nasdaq markets after January 1, 2015 will be subject to the all‑inclusive annual fee, subject to transitional relief for companies that apply to list on Nasdaq prior to January 1, 2015 but complete their listing after that date. Effective January 1, 2018, all Nasdaq-listed companies will be subject to the all‑inclusive annual fee.

Companies that are listed on the Nasdaq Global Select, Global or Capital Markets before January 1, 2015 and want to opt into the all‑inclusive annual listing fee structure for 2015 must complete and file the opt-in form available through the NASDAQ OMX Listing Center not later than December 31, 2014. Companies should be aware that this election is irrevocable. Companies that do not opt into the all‑inclusive annual fee will continue to be billed under the current annual fee structure for 2015, and will also continue to be subject to additional fees for listing additional shares, corporate actions and other Nasdaq regulatory fees, as applicable. Nasdaq‑listed companies should compare their current and anticipated listing and other fees under the current fee structure (using the new fee rates) with the fees payable under the new all‑inclusive fee structure to determine whether they might benefit from opting into the all‑inclusive fee structure. Further information is available in the Nasdaq Continued Listing Guide.

As shown in the tables in the memo, the all‑inclusive annual fee for companies listed on the Nasdaq Global and Global Select Markets other than ADRs and closed-end funds will range from $45,000 to $155,000 for 2015. The all‑inclusive annual fee for companies listed on the Nasdaq Capital Market other than ADRs and closed-end funds will range from $42,000 to $75,000 for 2015.

First Issuer Completes NASAA Coordinated Review Program

Here’s a blog by Stinson Leonard Street’s Steve Quinlivan:

There has been somewhat of a controversy surrounding the SEC’s rulemaking in connection with Regulation A+ under the JOBS Act. Should larger Tier 2 offerings preempt state blue sky regulation (my preference) or be subject to state blue sky regulation (the state regulators’ preference)? To make state regulation an easier pill to swallow, the North American Securities Administrators Association, or NASAA, previously announced that it adopted a streamlined multi-state review protocol to ease regulatory compliance costs on small companies attempting to raise capital under the JOBS Act.

The first and only issuer has apparently completed a NASAA Coordinated Review in connection with an existing offering under the existing, but rarely used, Regulation A. Following completion of the review, the issuer filed a comment letter with respect to the Regulation A+ rulemaking with the SEC.

Among other things, the issuer noted “the Coordinated Review program has created value by defining concrete service standards. For us, the value of receiving comments in a timely fashion outweighs the marginal costs of filing in multiple states. The legal certainty this affords is substantial, and does not exist in federal review. The uniform application of NASAA’s Statements of Policy has been very helpful, and we have been able to comply with these policies despite the presence of certain conditions within our company which pertain to these policies.”

Upon learning about the comment letter, members of the House Financial Services Committee, Maxine Waters (D-CA) and Stephen Lynch (D-MA), sent SEC Chair Mary Jo White a letter. The letter asks the SEC to study NASAA’s Coordinated Review program, and not undermine crucial investor protections by preempting the states’ regulators.

Here’s the issuer’s comment letter and the letter to Chair White.

– Broc Romanek