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Reverse Merger Candidates, Take Note

New FINRA Rule 6490 ties into Securities Exchange Act (SEA) Rule 10b-17 (Untimely Announcements of Record Dates) and became effective on September 27, 2010.

Over-The-Counter Market (OTC) issuers must now give FINRA at least ten (10) calendar days advance notice of transactions including, but not limited to, any issuance or change to a symbol or name, mergers, acquisitions, dissolutions or other company control transactions, bankruptcy or liquidations.  They must also pay a non-refundable $200 fee.  Late notices can incur penalty fees as high as $5,000. 

FINRA also may request further supporting documentation during its review transactions for clarification and accuracy.  Such documentation must be submitted to FINRA in a timely manner or the review of the transaction may be completely halted and the case “closed.”  FINRA can also exercise the right to reject any transaction which it deems deficient.  “The Department may determine that it is necessary for the protection of investors, the public interest and to maintain fair and orderly markets, that documentation related to such SEA Rule 10b-17 Action or Other Company-Related Action will not be processed.”

To see the complete rule, please go to http://finra.complinet.com/en/display/display.html?rbid=2403&record_id=12829&element_id=9364&highlight=6490#r12829)