Giants Extend Bochy Sabean Through 2016 - RealGM Wiretap
The San Francisco Giants have officially extended the contracts of manager Bruce Bochy and general manager Brian Sabean through the 2016 season.
From the final out of the 2012 season
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"The glory days of the franchise are now," president and CEO Larry Baer said. "It's important to acknowledge that and pay tribute to the people who have done it from the general manager's office and the manager's office to get us to where we are now. It's hard to measure -- when you take the entire longevity of the franchise, 131 years -- you probably haven't had a better stretch, no matter how you want to measure it
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Going Dark Brenda Hamilton
Submitted 2014-01-05 18:25:11 The Sarbanes-Oxley Act, the declining U.S. economy and increasing legal, auditing and other compliance costs reduced the number of issuers electing to become Securities & Exchange Commission (“SEC”) reporting issuers, particularly in the microcap markets. With new Rule 506(c) pusuant ot the JOBS Act allowing general solicitation and advertising in private placements
Jeremy Langford Bears Jersey , many issuers are evaluating whether any benefits of public company status remain. In some instances, issuers are seeking to voluntarily deregister with the SEC - commonly referred to as “going dark”.
The once perceived benefits of being an SEC reporting publicly traded company are dwindling as many microcap issuers are able to use general solicitation and advertising for their private placements. The less money the issuer has, the more difficult it becomes to maintain an SEC reporting company status since the issuer spends more of its financial, personnel
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Issuers who go private become non-reporting issuers and their securities are no longer publicly traded; however, “going dark” is distinct because the issuer’s securities continue to be publicly traded on the OTC Markets Pink Sheets.
Unless an issuer’s certificate of incorporation or bylaws provide otherwise, a going dark transaction does not require approval by the issuer’s shareholders. In most instances, a proxy or information statement is not required.
Benefits of Deregistration
Some of the benefits of deregistration include:
♦ Significantly lower accounting
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♦ Increased management attention to the issuer’s business and operations instead of SEC compliance and reporting;
♦ Flexibility to undertake reorganizations and other possible extraordinary corporate transactions;
♦ Decreased SEC Corporate Governance requirements;
♦ More simplified and reduced disclosure requirements;
♦ Personal liability of officers and directors, particularly those certifying SEC filings, is reduced and the costs associated with officer and director insurance will also be reduced; and
♦ The issuer’s securities can continue to actively trade on the OTC Markets Pink Sheets.
How to Deregister
Issuers become subject to SEC reporting obligations in three ways.
♦ under Section 12(b) of the Securities Exchange Act of 1934, (the “Exchange Act”) if it has shares listed on a national securities exchange;
♦ under Section 12(g) of the Exchange Act if it has 500 shareholders of record of a class of securities and total assets exceeding $10 million; and
♦ under Section 15(d) by having a registration statement declared effective under the Securities Act of 1933
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Public companies can deregister if they have fewer than 300 shareholders of record, or fewer than 500 holders of record and less than $10 million of assets in each of the prior three years. Many issuers with thousands of shareholders qualify for deregistration because each brokerage firm holding shares in street name counts as only one holder of record according to the current interpretation of Rule 12g5-1.
Listed issuers can delist their securities voluntarily and deregister them under Section 12(b) of the Exchange Act by filing a Form 25 with the SEC. The issuer must give 10 days notice of its plans to delist by issuing a press release ten days prior to filing the Form 25. The delisting becomes effective ten days after filing the Form 25. Most of the SEC reporting obligations are suspended ten days after the issuers files a Form 25. The actual termination of registration under Section 12(b) does not occur until 90 days after the effectiveness of the delisting.
Once delisted, an issuer can still be required to file reports pursuant to Section 12(g) of the Exchange Act if it has more than 500 holders of record and total assets exceeding $10 million, or pursuant to Section 15(d) of the Exchange Act if it at any time the issuer had an effective Registration Statement under the Securities Act. To avoid this result
Womens Jeremy Langford Jersey , the issuer may deregister under Section 12(g) and suspend its reporting obligations under Section 15(d) if it has less than 300 shareholders of record. Section 15(d) reporting obligations may be suspended if the issuer had less than 300 shareholders of record on the first day of its fiscal year. Under either scenario, the issuer must file a Form 15 certifying that the class registered has less than 300 shareholders of record and, if applicable, the issuer must also suspend its reporting oblig.
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