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【锋行链盟】纳斯达克IPO后公司合规重点
Sou Hu Cai Jing· 2025-10-01 16:11
Core Points - The article discusses the compliance requirements for companies transitioning from private to public after completing an IPO on Nasdaq, emphasizing the need to adhere to various legal and regulatory frameworks [2][3][4]. Legal and Exchange Compliance - Nasdaq-listed companies must comply with U.S. federal securities laws, state securities laws, and Nasdaq's listing rules [2]. - The framework includes the Securities Exchange Act of 1934, which mandates ongoing reporting obligations for "reporting companies" [4]. - The Sarbanes-Oxley Act (SOX) requires companies to establish effective internal control systems, with management responsible for annual assessments of these controls [4][8]. Ongoing Information Disclosure Obligations - Public companies must follow SEC and Nasdaq rules for information disclosure, including regular reports such as 10-K (annual), 10-Q (quarterly), and 8-K (major events) [4][5]. - The 10-K report must be submitted within 60-90 days after the fiscal year-end and includes financial statements, management discussions, risk factors, and internal control assessments [4]. - The 10-Q report is due 40-45 days after each quarter and contains quarterly financial data and significant updates [4]. Corporate Governance Requirements - Nasdaq has strict governance rules, including the structure of the board of directors, which must consist of a majority of independent directors [3][5]. - Companies are required to establish audit, compensation, and nomination committees, all composed entirely of independent directors [4][5]. Internal Control and Financial Compliance - SOX 404 is a critical internal control compliance requirement, involving management assessments and external auditor verification of internal controls over financial reporting [6][8]. - Companies must identify key business processes, assess control risks, and test the effectiveness of internal controls [8]. Other Compliance Areas - Companies must adhere to anti-corruption laws, such as the Foreign Corrupt Practices Act (FCPA), and establish anti-bribery compliance systems [6][8]. - Tax compliance includes timely filing of federal and state taxes, with specific attention to corporate income tax rates and employee stock option regulations [6][8]. Maintaining Nasdaq Listing Standards - Nasdaq sets minimum ongoing listing standards related to financial metrics, liquidity, and market capitalization, which companies must regularly monitor to avoid delisting risks [6][8]. Compliance Management and Cultural Development - Companies should establish a compliance team led by a Chief Compliance Officer (CCO) to monitor regulatory changes and implement compliance policies [6][9]. - Regular compliance training and integration of compliance into corporate culture are essential for reducing risks associated with non-compliance [9].