2/19/10

GOING PUBLIC & FINRA post #7

Hi,

"Up Yours" Corporation entered the SEC procedure with a required financial revenue background of OVER $25 million dollars during its last FISCAL year. A FISCAL year is based on when the Corporation's financial operations began. "UP YOURS" as a Corporation was a gleam in the owner's eye in September of 1999 but the baby was born in APRIL, 2000 so their FISCAL year is from APRIL TO MARCH. Our CEO has used the last ten years to build the Corporation to this point and the SEC approval is a triumph.

The "UP YOURS" CORPORATION is well on its way to GOING PUBLIC. The next hurdle is FINRA.

As you surmised, "UP YOURS' must complete an additional form for FINRA (FINANCIAL INDUSTRY REGULATORY AUTHORITY). FINRA is the non-government regulator of security firms in this country. However, unfortunately it is heavily influenced by the Government and that weakens its protective status. It is powerful and oversees about 700,000 registered securities (SEC APPROVED STOCKS and around 5000+ BROKERAGE FIRMS that are sales firms dedicated to the stock market).

A brokerage firm hires and trains STOCK BROKERS (who buy and sell stocks for clients and make recommendations) do other stock transactions, hang out and watch the STOCK MARKET'S TICKER TAPE record the changes in stock prices, and generally specialize in market study). This ticker tape (a real welcome addition in early technology) is now shown on TV (in a strip along the bottom of the screen on CNBC). Before technology, INVESTORS who bought stock watched a stockbroker's ticker tape machine to see their stock's current value. I had a father-in-law who after he gave up his seat on the market did so after he retired to Florida.

When NASD and FINRA consolidated into just FINRA in 2007, it became the sole agency dedicated to INVESTOR PROTECTION AND MARKET INTEGRITY. Heading off the 2008 crash was part of their job through efficient regulation and effective investor protection. They obviously flunked the course.

Regulation and compliance was FINRA'S job and they certainly did not protect buyers against the bundling of useless Government approved Fannie Mae and Freddie Mac badly managed mortgage loans that were then sold as securities. These two firms were made private by the Government but were still Government controlled when they "BUSTED" the MARKET wide open with their tactics of selling questionable mortgage loans and calling them SECURITIES.

Why didn't FINRA question these securities? Another factor is why Finra did not instruct Brokers to warn the less sophisticated buyers about SHORT SALES (sales that are made by BORROWING property (STOCK); SELLING THE BORROWED STOCK BUT promising to BUY IT BACK and DELIVERING THE STOCK BACK to the owner while pocketing the profit or absorbing the loss).

By the way this is Short selling in the Stock Market-not short sales in the real estate business.

The SHORT SALE LAW OF 1938 OR UPTICK LAW (must be conducted in an up market) was (ENACTED TO PROTECT BUYERS AFTER THE DEPRESSION) because it was blamed in large part for the DEPRESSION of 1932. That law was RESCINDED BY THE SEC in 2007 when the market was judged to be stable???????.

FINRA should be in touch with every part of the securities business. It writes and enforces the rules and FEDERAL SECURITIES laws. It is supposed to inform, educate, report, administrate and generally keep the securities buying public informed.

A powerful agency, FINRA is under contract to all the major exchanges which by the way are: NASDAQ (National Association of Securities Dealers Automated Quotation System) STOCK MARKET, AMERICAN STOCK EXCHANGE, INTERNATIONAL SECURITIES EXCHANGE AND CHICAGO CLIMATE EXCHANGE.

A FINRA finger in every stock pie! WHERE WERE THEY WHEN THEY WERE NEEDED??????? Perhaps FINRA has become too big BY CONSOLIDATION to do the job even with the help of technology.

The FINRA Form to be filed by Corporations GOING PUBLIC wants answers on the Corporation's methods and compliance in selling stock, including much of the same information given to the SEC, plus assurances of business validity and longevity including a shareholder list. FINRA is interested in whether the Corporation has a viable market for shares and will have enough shares to serve it (approximately 300-500,000 is the minimum) and how much concentration of stock is held by NON-AFFILIATED (not in the Corporation) stockholders.

There are firms called MARKET MAKERS and only they file the FINRA forms and deal with FINRA COMMENTS until the latter issues the ticker symbol (STOCK MARKET RUNNING LIST--all listings in the market are by symbols) The MARKET MAKER is also involved with regular buying and selling of at least 100 shares at publicly quoted prices. Big shares go to several MARKET MAKER firms.

A TRANSFER AGENT, regulated by the SEC, keeps a current list of stock holders in SEC REPORTING STOCKS and does the paper work on buy-sells. They also replace lost stock certificates at 3% of stock market value. A hefty sum for large trades.

Once "UP YOURS" Corporation receives SEC EFFECTIVE approval from FINRA, it has become an SEC REPORTING STOCK (regular reports must be made to the SEC) and ready for market. "UP YOURS' symbol is secured and the CEO has okayed the selling price at $20. per share based on the current ASSETS (cash, outstanding cash, physical assets, and projected income from Corporate projects, less outstanding debits).

For all practical purposes it is the last time the Corporation will have a say in the price of their stock. The buying and selling of shares by individuals THROUGH their BROKERS will determine the future rise or fall of shares.

By GOING PUBLIC "UP YOURS" Corporation BENEFITS by having access to new CAPITAL (money for the COST OF DOING BUSINESS and EXPANSION); its merchandise, "suppositories", may become more WIDELY SOLD; ACHIEVING EASIER FINANCING AND a READY MARKET for their shares; ACHIEVING GREATER ABILITY TO HIRE highly trained personnel BY GIVING stock options AS BONUSES (THERE'S THAT "B" WORD AGAIN); and INHERITING an IMPROVED IMAGE.

However, the added burdens on the CEO will be providing SHAREHOLDER INFORMATION; new LEGAL obligations including REPORTING to the SEC and the LIABILITY this may incur; a certain flexibility in CATERING to a NEW GROUP of shareholders (who can elect a different board and officers, and ultimately replace the CEO, CFO, and COO) if they desire different goals.

Okay, this has been a CRASH COURSE in explaining how the market is formed and some of how it works. If you want more information there's a lot on the Web under various STOCK MARKET LISTINGS. My next task is to tie some threads together.

The Stock Market ALONGSIDE small companies, PARTNERSHIPS AND SOLE PROPRIETORSHIPS are the very HEART OF CAPITALISM that produces more jobs than any system in the world. These businesses as well as the government affect Economics.

A clear and simple DEFINITION of ECONOMICS is: A SOCIAL SCIENCE THAT EXAMINES PRODUCTION, DISTRIBUTION, AND CONSUMPTION OF GOODS AND SERVICES PLUS THEIR MANAGEMENT.

Well no wonder it's such a mystery to most people. It's a BROAD FIELD that includes all we've covered plus. But we can CUT IT DOWN TO SIZE.

If you check into where the FOO DOGS (in the original garage sale) were made (PRODUCTION); where they were sold (then sold again-the garage sale),(DISTRIBUTION); what they were used for (CONSUMPTION); and how long the FOO DOGS lasted (MANAGEMENT).



YOU'VE COMMITTED ECONOMICS. SHAME ON YOU FOR BEING SO SMART!

How do Wall Street and Economics join forces? Well, you're so darn smart that you already know that most of the STOCK MARKET is in production one way or another. How does the Government fit into the mix. Easy, they're always MIXING THINGS UP IN A WAY THAT HAS TO BE DEFINED.

Our next post will cover some of the phrases used to explain the complex additions to the simplicity of ECONOMICS. Hope you got through this post! Not as much procedure from this point forward.

Cheers, Connie


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