To: Patricia who wrote (1261 ) 12/16/1997 12:08:00 PM From: DGMAC Read Replies (1) | Respond to of 1702
NASD and the Bulletin Board Stock (OTCBB) Market As promised, this is the first in a series of posts that I intend to present to SI investors based on my research with respect to what is proposed for the micro-cap stocks that we are dealing with: First, it appears that the OTCBB will be required to have the same governance standards as the The Nasdaq SmallCap Market . These include: 1. requiring a minimum of two independent directors; 2. an audit committee with a majority of independent directors; 3. an annual shareholders meeting; and 4. shareholder approval for certain corporate actions such as large acquisitions and stock issuances. These standards will afford investors in this market a means to become more actively involved in corporate affairs. The shareholder approval requirement should serve as a barrier to stock issuances currently being executed in OTCBB Market without the prior knowledge of investors. The audit committee, independent director, and annual meeting requirements will provide additional safeguards to the investing public. Next auditors of OCTBB-listed companies will be subject to practice monitoring under a program such as the American Institute of Certified Public Accountants SEC Practice Section peer review program, which provides that a firm's quality control program be peer-reviewed every three years. Since the changes for the NASDAQ Small Cap were effective immediately, and also applied retroactively, most likely the same will apply to the micro-caps. With respect to time frames, the NASDAQ changes for the small cap market were proposed to the SEC in March of this year, and were approved by the SEC on August 23, 1997, and take effect on February 23, 1998, six months after SEC approval. Therefore, with respect to phase-in provisions, I suggest that micro cap companies will have to comply in the fourth quarter of 1998 , or be de listed to pink sheet status. I support the proposed requirements and believe they will enhance the quality and strength of the OTC market while playing a major role in helping companies raise capital, while ensuring that we are duly protected and provided a wide array of high quality investment choices. Happy holidays, good luck, and do good work. DGMAC