Monthly Archives: November 2025

Delistings have been top of mind for some folks lately, especially in light of steps that Nasdaq has been taking to accelerate the process for some types of non-compliance. Specifically:

– Meredith recently flagged a couple of Nasdaq proposals that – if approved – will accelerate delistings for stocks trading at low prices and for companies with low public float.

– Nasdaq amended its rules earlier this year to accelerate delistings for companies failing to meet the minimum bid price requirement.

So, a recent Deep Quarry newsletter caught my eye, where Olga Usvyatsky summarizes the most common reasons for delisting notices that are being reported on Form 8-K. Here’s what she found:

1. Listing Standards – Price, Market Value & Financial Condition. Non-compliance with quantitative listing standards, such as minimum bid price, market value, equity, or net income, comprises about 56% of the cases.

2. Late SEC Reports/Filing Deficiencies. Non-compliance with timely disclosure requirements, including a failure to file annual or quarterly reports, comprises about 21% of the cases.

3. Other – mostly M&A related withdrawals. Voluntary withdrawal requests, typically amid an M&A transaction, comprise about 16% of the cases. Note that this category refers to a voluntary withdrawal request amid a strategic decision and is not an acknowledgement of a deficiency.

4. Public-interest or SPAC-related concerns comprise about 5.1% of the cases, with common reasons including concerns about a company being a “public shell”, concerns about issuance of securities that cause a substantial dilution, Chapter 11 petitions, and SPAC-specific issues related to inability to complete an acquisition within a prescribed timeframe.

5. Governance and shareholder rights lapses category comprises about 4.5% of the cases, comprised primarily of failures to hold annual meetings (1.8% of the cases), deficient board compositions (1.4% of the cases), and failures to adopt compensation clawback policies (0.6% of the cases).

If you’re working with a company that’s received a delisting notice or is heading in that direction, I shared a template compliance plan last year that may help you chart a path out of the wilderness.

– Liz Dunshee

Courtney Kamlet and I are back with new season of our podcast – “Women Governance Trailblazers” – where we interview women in the corporate governance field about their career journeys, leadership in the boardroom & C-suite, and current corp gov issues. In this 21-minute episode, we caught up with Dr. Julie Williamson, who is CEO of Karrikins Group, host of “The Failure Gap” podcast, and author of Make HOW Matter: Key Conversations for Leaders to Build Alignment and Accelerate Growth. We discussed:

1. Julie’s journey to becoming the CEO of Karrikins Group, and why she decided to get her PhD in Organizational Communication.

2. Why the “how” of leadership matters.

3. Key conversations that help boards and executives navigate decisions, including the importance of naming short-term and long-term tradeoffs.

4. How building alignment at the board level impacts corporate culture and success.

5. How Julie’s experience as an Ironman triathlete affects her perspective.

6. Julie’s advice for the next generation of women governance trailblazers.

To listen to any of our prior episodes of Women Governance Trailblazers, visit the podcast page on TheCorporateCounsel.net or use your favorite podcast app. If there are governance trailblazers whose career paths and perspectives you’d like to hear more about, Courtney and I always appreciate recommendations! Drop me an email at liz@thecorporatecounsel.net.

– Liz Dunshee