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Delisting

Delisting - exclusion of securities of a certain issuer from the stock exchange quotation list. After delisting, the securities of the issuing company cannot be traded on an exchange where the company is excluded from the quotation list . Securities excluded from the quotation list may be traded on the OTC securities market.

The concept of “delisting” does not coincide in international business circulation and in Russian legislation. In the first case, delisting means the complete cessation of the circulation of shares on the stock exchange with the transformation of the company from public to private . In Russia, the term “delisting” is the exclusion of securities from the quotation list by the stock exchange, while the company's shares can continue to be traded on the stock exchange as securities admitted to trading without the listing procedure, and the company can actually remain public. The Russian equivalent of delisting in its international understanding is the concept of “exclusion of a security from the list of securities admitted to trading” [1] .

Content

Pros and Cons

Main advantages:

  1. Reduced company maintenance costs for listing;
  2. Simplification of the internal structure of the company;
  3. Workflow reduction;
  4. Improving time management leadership;
  5. Strengthening risk management due to non-disclosure of information and the absence of the need to involve independent directors.

The main disadvantages:

  1. General negative informational background;
  2. Decrease in credit limits;
  3. Narrowing the circle of investors and dumping of shares by institutional investors;
  4. Margin call due to a drop in quotes after disclosure of delisting information and the actions of institutional investors;
  5. Downgrade by international rating agencies [2] (inaccessible link) (inaccessible link from 05/23/2013 [2255 days] - history , copy ) .
  6. A further decrease in the liquidity of securities [1] .

Grounds for delisting in the Russian Federation

The listing is carried out on two grounds - this is (i) an agreement on the admission of shares to placement on the exchange (“Admission Agreement on the Placement”) or (ii) an agreement on the provision of listing services by the exchange (“Listing Agreement”). The basis for the start of the delisting procedure (exclusion from the quotation list) on the exchange is the issuer's statement signed by the Sole Executive Body. There are certain legal issues associated with the lack of a legislatively established requirement for exchanges to make sure that the Sole Executive Body, when submitting a delisting application, acts within its competence and defines the limits of competence of the corporate bodies of the joint-stock company when deciding on delisting. As a general approach, it is recommended to be guided by the following consideration: in the absence of regulation in the law and the company's charter as of the date of the decision on delisting, it is adopted by the governing body, which earlier decided within the limits of its competence to list. In some cases, along with the decision on delisting, it may be necessary to take a decision by the competent authority of the company to approve delisting as an interested party transaction [3] (link unavailable) (link unavailable from 05/23/2013 [2255 days] - history , copy ) .

Regulatory framework and other sources

  • Federal Law of 04.22.1996 N 39-ФЗ “On the Securities Market”.
  • Federal Law "On Joint Stock Companies".
  • The standards for issuing securities and registering prospectuses for securities were approved by order of the Federal Service for Financial Markets dated January 25, 2007 N 07-4 / пз-н
  • The regulation on the organization of trade in the securities market was enacted by order of the Federal Service for Financial Markets No. 07-102 / pz-n of October 9, 2007.
  • The Regulation on the issuance by the Federal Financial Markets Service of the permit for the placement and (or) circulation of equity securities of Russian issuers outside the Russian Federation, approved by Order of the Federal Financial Markets Service dated 12.01.2006 N 06-5 / пз-н
  • The Regulation on the disclosure of information by issuers of equity securities was approved by order of the Federal Financial Markets Service dated October 10, 2006 N 06-117 / пз-н
  • The procedure for notifying the trade organizer on the securities market of the inclusion (exclusion) of securities in the list (from the list) of securities eligible for trading was approved by the Federal Financial Markets Service dated 05.04.2005 No. 05-13 / pz-n.
  • The article "Delisting is an anti-crisis mechanism of a public company (the possibility of use in Russia)." V. Elizarov, Corporate Lawyer '03 for 2009
  • The article "Delisting in Russian: legal and practical aspects." V. Elizarov, Consultant '11 for 2009

Notes

  1. ↑ Sanger, GC, & Peterson, JD An Empirical Analysis of Common Stock Delistings // The Journal of Financial and Quantitative Analysis. - 1990. - Vol. 25, No. 2. - P. 261-272. - DOI : 10.2307 / 2330828 .
Source - https://ru.wikipedia.org/w/index.php?title=Delisting&oldid=96866949


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