To: StocksrStocks who wrote (144028 ) 5/3/2005 8:38:56 AM From: rrufff Read Replies (1) | Respond to of 150070 Just wrong and moronic I'm not blind nor deaf. forbes.com How could both companies, and 22 others cited by the petition, just pull their registrations? It's all based on the definition of "shareholder." For example, shares of Cisco Systems (nasdaq: CSCO - news - people ) held by thousands of individuals through a retail broker such as Charles Schwab (nyse: SCH - news - people ) count as just one "shareholder of record"--Schwab. Individuals are called "beneficial owners" and rely on brokers to pass on shareholder communications and proxies. Nelson says actual shareholder counts, maintained by the proxy services unit of Automatic Data Processing (nyse: ADP - news - people ), are readily available and known to companies. "Companies are now counting noses to deregister," says Nelson. "That has given small company managers a fairly free hand" to take away shareholder rights. ========================================================== Exiting the System Just as a company may become subject to SEC rules in several ways, there are various methods of exiting the system. All “going private” transactions take advantage of an SEC rule that allows a company to unilaterally deregister its shares if it has fewer than 300 shareholders of record (or 500, if its assets total less than $10 million). In fact, because the number of record holders is usually far lower than the actual number of shareholders since the shares of many investors are held in “street name” by their brokers, many small companies already have fewer than 300 record holders. For these companies, a brief filing with the SEC is all it takes to “go dark” and suspend all further Exchange Act filing requirements. For others, it is possible to drop below the 300 shareholder threshold in one of several ways. The most common going private transaction structures are a management buyout, third party tender offer followed by a “clean-up” merger, or a reverse stock split in which shareholders with fewer than a predetermined number of shares are cashed out.kjk.com