Governing Unlisted/Delisted Public Corporations 886

  • As a newbie, please forgive me if this issue has been discussed elsewhere in another forum. My issue is somewhat straightforward. It simply is what provisions are there to protect stockholders in a firm that no longer is governed by the SEC as a result of either a voluntary or involuntary dislisting. A few years back, Rexhall Industries (REXL) sold stock in this firm for about USD6 a share. In 2004, Bill Rex voluntarily unlisted his firm (his trust owns about 55% of the firm) leaving about 2 and a half million shares in limbo. It trades as a pink sheet security but Mr. Rex’s actions indicates that he feels no responsibility to provide timely financial statements other than a belated annual report. As best as I can tell, the firm has not sent its shareholders an audited set of financial statement for 2004.%0A Whenever I try to communicate with Mr. Rex, he advises me that he can not talk to any insiders (i.e., stockholders) but he seemingly does so on a selected basis. The SEC says it is not involved unless Mr. Rex has engaged in insider trading.%0A The question that I am asking is this: ‘Should not a firm who has sold public stock be accountable to some regulatory agency even though is no longer is bound by Sarbannes Oxley?’ In India, a delisting firm must buy out the remaining outside shares at a 'fair appraised ’ value. Should we in the United States be equally protected.%0A I would appreciate your comments on this issue.%0A :?:

  • I believe the Pink Sheet Securities do have any specific requirements to his listings entities, it is not submitt to SEC mandatory overview (then no SOXA too). But hoping that there are other requirement, less burden then SEC or NYSE…%0AHowever, my question now it is how can a single shareholder (though representing 55% of capitalization) decide solely to delist an entity from the current stock exchange? No qualifies majority required?%0ADoes this entity file for tax returns? one source of info at least…%0Abye

  • Bill Rex was able to delist this stock because it was thinly trades, which the SEC defines as either less that 300 or 500 individual shareholders. What I still can not find is a state or federal institution that he is now beholded to. The SEC says that Rexhall Industries must still abide by its insider trading rules, but unless someone blows the whistle on the firm, it has no active involvement.
    Our task now is either to force him to buy outsider shareholders out or revert to publically publishing data other than on a much-delayed annual basis. Getting 2004 data in May of the next year does not promote an informed investor base.

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