ARTICLE
2 November 2016

SEC Issues Investor Bulletin On Microcap Stocks

CW
Cadwalader, Wickersham & Taft LLP

Contributor

Cadwalader, established in 1792, serves a diverse client base, including many of the world's leading financial institutions, funds and corporations. With offices in the United States and Europe, Cadwalader offers legal representation in antitrust, banking, corporate finance, corporate governance, executive compensation, financial restructuring, intellectual property, litigation, mergers and acquisitions, private equity, private wealth, real estate, regulation, securitization, structured finance, tax and white collar defense.
The SEC Office of Investor Education and Advocacy provided a list of risks and "red flags" for investors to consider before investing in microcap stocks.
United States Corporate/Commercial Law

The SEC Office of Investor Education and Advocacy provided a list of risks and "red flags" for investors to consider before investing in microcap stocks. The Investor Bulletin warned investors to be wary of:

  • a lack of publicly-available information;
  • no minimum listing standards;
  • a lack of liquidity;
  • high volatility; and
  • fraud manipulation.

In addition, the Investor Bulletin urged investors to look out for the following "red flags":

  • SEC trading suspensions;
  • stock promotions (including email, text messages and social media sites recommending a stock);
  • unexplained increases or decreases in stock price or trading volume;
  • no history of operational success;
  • insiders owning large amounts of the stock; and
  • no real business operations.

Finally, the SEC warned investors to:

  • look closely at reverse mergers;
  • look closely at reverse stock splits;
  • review independent information about the company's management;
  • cautiously examine any unsolicited recommendation;
  • never deal with brokers who refuse to provide you with written information; and
  • not provide personal information to an unestablished account.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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