FYI - WSJ article on future SEC OTC/BB crackdown....
THE WALL STREET JOURNAL
Trying to distance itself from some of Wall Street's smallest and most speculative companies, the Nasdaq Stock Market's parent board is expected to vote on whether to make about 3,400 stocks no longer eligible to trade on the market's lowest rung.
The rung, known as the OTC Bulletin Board, is essentially an electronic-trading forum run by Nasdaq where brokers and dealers can get up-to-date quotes, trading data, and a list of market makers in roughly 6,800 Bulletin Board securities.
But stocks on the board aren't listed on the Nasdaq market itself, which can be a touchy issue, since Nasdaq's name is often linked to them. That is true even though the companies that list on the board either can't meet listing standards at markets like Nasdaq, or they don't want to file financial statements with the Securities and Exchange Commission. These unlisted issues include foreign securities known as American depositary receipts, and small regional companies, such as banks that don't seek much stock trading.
The latest proposal is part of a long struggle for Nasdaq to shake off an image of being a forum rife with small-stock scams. In recent years especially, Nasdaq has gained credibility by beefing up trading rules and standards for companies that trade in its top-tier National Market, home to such giants as Microsoft and Intel, or its second-tier SmallCap Market. But since April, Frank Zarb, chairman of the National Association of Securities Dealers, Nasdaq's parent, has been trying to find a way to clean up the loosely regulated OTC Bulletin Board, which is run by Nasdaq but which has almost no standards for the companies that list there.
Now, board members of Nasdaq's parent organization are expected to tentatively approve a proposal to kick companies off the OTC Bulletin Board if they don't file financial statements to SEC, banking or insurance regulators, according to people familiar with the proposal. NASD officials said that it is their policy not to discuss proposals before the board meets. Board members are also expected to discuss prohibiting brokerage firms from quoting prices for OTC Bulletin Board stocks if the brokers don't have current, reliable financial information on a company.
Also, every broker that recommends a bulletin board stock to a client would have to review detailed financial statements of the company before doing so. Finally, the proposal would also require every investor to get a disclosure statement that would spell out the difference between the bulletin board and other markets, in terms of liquidity (or ease of trading), standards, and market-maker obligations, according to people familiar with the proposal. If the NASD board approves the proposal Thursday, it will be put out for comment by members.
But these actions won't rid the marketplace of companies that fail to file publicly available financial statements, people familiar with the proposal say. Any of the companies that fails to meet the raised standards of the bulletin board would be able to trade on the Pink Sheets, a less automated system that is owned by the National Quotation Bureau, which isn't affiliated with Nasdaq. Standards for the Pink Sheets aren't expected to be affected by this proposal.
Thus, investors in these speculative stocks likely would find it more difficult to buy and sell them. OTC Bulletin Board stocks are a little more convenient to trade, because Nasdaq provides space on its trading workstations for bulletin-board stock quoting. Investors in the Pink Sheets must get most of their information, and trade, over the phone.
Currently, stocks can trade on either the OTC Bulletin Board or the Pink Sheets as long as one market maker "vouches" that the company has current financial statements. Market makers do this by filing a 15c2-11 form. Because all market makers are NASD members, the NASD has responsibility for ensuring that market makers are abiding by that rule.
Securities regulators have expressed alarm that unscrupulous promoters, brokers and traders have taken advantage of the loosely regulated marketplace to foist worthless stocks on unwitting investors. Securities regulators have brought a steady stream of stock-manipulation and conspiracy cases to stem such abuses, which are considered easier to pull off on the bulletin board because of its thin trading volume and relative obscurity. |
