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What Happens When a Stock is Delisted From The Exchange?

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What Happens When a Stock is Delisted?

Public companies enjoy the prestige and benefits of being listed on an exchange, allowing them to raise capital by selling shares to the public. However, exchanges have specific listing requirements that companies must adhere to maintain their presence. 

When a company's stock is removed from major stock exchanges, it's called "delisting." This can happen due to a range of factors, from failing to meet listing requirements to voluntary decisions by the company. 

This article explains what happens when a stock is delisted, how it works, and what investors can do to protect their investments in delisting situations.

Key Takeaways

  • Stock delisting occurs when a company's shares are removed from a major exchange like NYSE or NASDAQ, either voluntarily or involuntarily. 

  • Companies must meet minimum price, capitalisation, and reporting standards to stay listed, with defined grace periods and compliance expectations. 

  • Delisted stocks are traded on OTC markets. Investors can still sell but may face limited options, higher price volatility, and broker restrictions. 

  • For companies, improving stock prices and adhering to financial regulations are crucial to avoiding delisting. For investors, regular monitoring and diversification can help manage delisting risks.

Delisting Meaning for a Stock 

Delisting, in simpler terms, signifies the removal of a company's stock from a major stock exchange like the New York Stock Exchange (NYSE) or the Nasdaq. This process can be voluntary, initiated by the company itself, or involuntary due to the company failing to meet the exchange's listing requirements. Each scenario carries different implications for investors and the company itself.

Delisting

In this case, the company decides to remove its shares from the exchange. Reasons might include a decision to go private, merge with another entity, or restructure to escape the regulatory demands and disclosure requirements of a public listing. 

When a company delists voluntarily, shareholders may receive a buyout or tender offer to acquire shares. This can allow founders, private equity investors, or other stakeholders to obtain full ownership of the company, leading to private restructuring.

Involuntary Delisting

This occurs when a company fails to comply with the exchange's listing standards, often due to poor financial health or regulatory issues. When companies experience prolonged low stock prices, insufficient trading volumes, or fail to file periodic reports, exchanges may initiate delisting procedures.

Delisting has its advantages and disadvantages for companies.

Pros:

  • Reduced regulatory burden for companies, allowing management to focus on long-term goals. 

  • Cost savings due to fewer compliance requirements. 

  • Potential for privatisation, allowing founders more control over the company.

Cons:

  • Decreased liquidity and higher risk for shareholders. 

  • Reduced investor confidence, as delisting often signals financial distress. 

  • Limited access to capital markets for the company, impacting future growth and expansion.

To sum up, stock delisting is a significant transition that can alter a company's ownership dynamics and impact shareholder value. Whether voluntary or involuntary, the consequences for both companies and investors are substantial, as delisting restricts trading options and can signal financial distress. 

This shift allows management to streamline operations with fewer regulatory obligations for companies. However, for shareholders, delisting may increase risk exposure, reduce liquidity, and limit access to company information.

What Can Cause a Company to Delist From The Stock Market? 

reasons for delisting

Below, we'll look into the most common reasons for causing a company to delist its stock.

1. Financial Performance Issues

  • Many exchanges have a minimum price threshold for listed stocks. When a company's share price falls below this threshold for an extended period, it may face involuntary delisting. 

  • Exchanges often require companies to maintain a minimum market capitalisation. If a company's valuation declines below this minimum due to financial underperformance, it may be delisted.

  • If a company's financial condition deteriorates due to rising debt, declining revenues, or other challenges, it may decide to delist voluntarily to restructure without the pressure of public scrutiny.

2. Regulatory Non-Compliance

  • Public companies are required to submit regular financial statements. Failing to submit these on time or with the necessary level of accuracy and disclosure can lead to regulatory warnings and potential delisting.

  • Public companies must adhere to corporate governance standards, including maintaining a board with independent directors and having appropriate internal controls. Failure to comply with these standards can result in an involuntary delisting.

  • If a private company faces legal issues such as fraud allegations, environmental violations, or other legal actions, exchanges may decide to delist it to protect investors and maintain market integrity.

3. Corporate Restructuring

  • Companies involved in mergers, acquisitions, or other strategic restructuring might choose to delist. For example, if a private organisation acquires a publicly traded firm, the acquiring company may decide to take the company private, leading to voluntary delisting.

  • Some companies opt to go private, particularly if they want to focus on long-term goals without the quarterly reporting requirements and regulatory scrutiny of public markets. This often occurs when significant shareholders, such as founders or private equity firms, buy out remaining shares from public investors.

  • Sometimes, a company's largest shareholders may buy out minority shareholders to consolidate control. Delisting often follows buyouts, as companies no longer see the need to keep shares publicly traded.

4. Low Trading Volume

  • Exchanges may delist stocks that do not meet minimum daily trading volume thresholds. Low trading volume can signal a lack of investor interest, potentially affecting the company's valuation and overall financial health.

  • Companies with low trading volumes often experience limited liquidity, making it challenging for investors to buy or sell shares. Delisting from main exchanges is sometimes the result if the company's trading volume doesn't improve.

5. High Compliance Costs

  • Public companies must comply with stringent regulatory standards, including audits, periodic financial reporting, and corporate governance mandates. For smaller companies, these compliance costs can become prohibitively expensive. Choosing to delist can help them reduce these costs and focus on operational growth.

  • Some companies delist to prioritise long-term goals without the pressure of meeting quarterly earnings expectations. These companies can redirect resources toward internal initiatives, research and development, and other value-driving activities by delisting.

6. Strategic Business Decisions

  • Founders, executives, or significant shareholders may seek to consolidate ownership and make more flexible strategic decisions. Delisting allows these stakeholders to operate without having to appease public shareholders.

  • Companies in volatile or emerging industries may opt to go private if their stock price is unduly affected by market sentiment. Delisting helps protect their valuation from external factors, allowing management to focus on strategy rather than share price fluctuations.

Fast Fact

Burger King has been delisted from the NYSE twice, voluntarily both times. In 2010, it went private after being bought by 3G Capital. It was relisted two years later but merged with Tim Hortons in 2014 and got delisted again.

How Delisting Works: A Step-by-Step Breakdown 

The process of delisting a company's stock from a public exchange varies depending on whether the delisting is voluntary or involuntary. Below, we outline the steps involved in both scenarios, from initial considerations to final procedures.

Voluntary Delisting Process

Voluntary Delisting Process

Voluntary delisting, as mentioned above, occurs when a company decides to remove its shares from stock exchanges. Here's how the process typically unfolds:

  • Board Approval and Shareholder Vote: The company's board of directors must first approve the delisting decision. Following this, the company typically calls a shareholder meeting to vote on the proposal. Most exchanges require a majority vote in favour of delisting.
  • Notification to the Exchange: After securing board and shareholder approval, the company must notify the exchange of its intention to delist. This step ensures that the exchange and investors know the upcoming changes.
  • Public Announcement: The company issues a formal public announcement, often through a press release or filing with the relevant financial regulatory body (such as the SEC in the U.S.), to inform shareholders and other stakeholders about the decision.
  • Fulfilment of Exit Requirements: The exchange may require the company to meet certain conditions before delisting, such as ensuring shareholders receive buyout offers or providing clear instructions for trading shares in alternative markets.
  • Suspension and Final Delisting: The stock exchange suspends trading in the company's shares once all conditions are met. After a brief suspension period, the exchange officially delists the stock, and trading on that platform ceases.

Involuntary Delisting Process

 Involuntary Delisting

Involuntary delisting is initiated by the stock exchange, usually when a company fails to comply with listing standards. The process follows these steps:

  • Notification of Non-Compliance: The exchange sends a formal notification to the company, indicating that it violates listing requirements. Common reasons include low stock price, insufficient market capitalisation, regulatory non-compliance, or failure to submit required financial statements.
  • Grace Period for Compliance: Most exchanges offer a grace period during which the company can correct the issues. For example, the NYSE might grant a company up to six months to regain compliance with minimum stock price requirements.
  • Submission of Compliance Plan: In some cases, the company may be required to submit a compliance plan detailing how it will rectify the issues. The exchange then reviews the plan and decides whether to grant an extension or continue with delisting procedures.
  • Public Disclosure: If the company cannot meet compliance requirements within the specified time frame, it must disclose its potential delisting to the public. This is often done through a press release or filing with regulatory bodies.
  • Delisting Notice and Suspension: If the company fails to regain compliance, the exchange issues a delisting notice, after which trading may be temporarily suspended. This suspension period allows for a final appeal by the company or any last-minute compliance efforts.
  • Final Delisting: If the company cannot reverse the decision or meet standards during suspension, the exchange officially delists the stock, removing it from trading on that platform.

Trade Over the Counter

After delisting, shares may continue trading on Over-the-Counter (OTC) markets, such as the OTC Bulletin Board or the Pink Sheets. This transition is common for delisted companies willing to retain a degree of public access and liquidity. However, OTC trading is less regulated and typically has reduced liquidity and transparency.

  • Eligibility for OTC Listing: For shares to trade OTC, the company must meet specific minimum requirements, which are generally less stringent than major exchanges.
  • Limited Reporting Requirements: Companies trading on OTC markets may have fewer reporting obligations, though they still must provide financial updates as required by OTC regulations.

Nasdaq & NYSE Delisting Requirements: What Is The Timeline for Delisting?

Each exchange has specific criteria a company must meet to maintain its listing status. The Nasdaq delisting rules and NYSE delisting rules outline minimum requirements in areas such as stock price, market capitalisation, and financial reporting.

Stock Price Threshold

Nasdaq requires stocks to maintain a minimum bid price of $1 per share. The exchange issues a warning if a stock's price falls below this level and remains there for 30 consecutive business days. A grace period - typically 180 days - is granted to allow the company to regain compliance.

Market Capitalisation

Both exchanges require companies to maintain a minimum market capitalisation. If a company's total market value drops below this threshold, it risks delisting.

Regulatory and Reporting Compliance

Nasdaq and NYSE also mandate strict financial reporting guidelines. Companies must file regular financial statements. Failure to do so may result in suspension and, eventually, delisting.

The New York Stock Exchange maintains strict listing requirements:

  • Minimum share price of $1.00

  • The market capitalisation of at least $50 million

  • Minimum of 400 shareholders

  • Compliance with SEC reporting requirements

  • Adequate corporate governance standards

NASDAQ's requirements include:

  • $1.00 minimum bid price

  • $10 million stockholders' equity or

  • $50 million in market value of listed securities

  • At least 400 shareholders

  • Minimum of 750,000 publicly held shares

How Long Can a Stock Be Under $1 Before Being Delisted?

For both NYSE and NASDAQ:

  • Companies typically receive a deficiency notice after trading below $1 for 30 consecutive trading days

  • They then get a 180-day compliance period

  • NASDAQ may grant an additional 180-day extension if certain criteria are met

  • NYSE may grant additional time based on the company's plan to regain compliance

Understanding these rules is essential for companies and investors, especially those holding stocks at risk of breaching any of these criteria.

How to Avoid Delisting 

Avoid Delisting

Companies can take several steps to prevent delisting:

  1. Financial Management: Maintain required market capitalisation, keep share price above the minimum threshold and meet financial reporting deadlines.
  2. Corporate Actions: Reverse stock splits, raise additional equity or restructure the debt.
  3. Compliance Measures: Perform regular audits and timely SEC (Securities and Exchange Commission) filings to avoid poor corporate governance.

While delisting doesn't necessarily mean a company is doomed, it can be a red flag for potential investors. Here are some ways to stay informed and potentially avoid holding stocks at risk of delisting.

  • Keep an eye on a company's financial statements, including earnings reports, balance sheets, and cash flow statements. Look for signs of economic distress, such as declining revenue, increasing debt, or negative earnings.

  • Ensure the company follows all relevant regulations and files its required reports on time.

  • Stay updated on news related to the company, industry trends, and overall market conditions. Negative news or declining investor sentiment can contribute to delisting risk.

  • Spreading your investments across different companies and industries can help mitigate the impact of a single stock's delisting.

  • A stop-loss order can automatically sell your shares if the stock price falls below a predetermined level, potentially limiting your losses in case of delisting.

What Happens to The Investment When a Stock Is Delisted? Investor Complications 

Imagine you hold shares in a company, and one day, you hear the news: it's been delisted. This can be a confusing and potentially concerning situation for investors. 

When a stock is delisted, investors may feel an immediate impact. Common concerns include:

  • Loss of Liquidity: Delisted stocks move to the OTC market, where lower trading volumes make it harder to sell shares.

  • Price Volatility: Lower visibility and limited trading options can lead to more volatile pricing.

  • Brokerage Restrictions: Some brokers do not allow trading of OTC stocks, limiting options for investors who wish to hold or sell.

  • Reduced Transparency: Delisted companies are subject to less stringent reporting requirements, making it challenging to stay informed about their financial health and future prospects.

  • Dividend Reduction or Elimination: Delisted companies often face financial instability, which might prompt them to reduce or eliminate dividend payments to conserve cash.

A delisted stock does not necessarily mean a loss of money, but it does imply reduced access and possibly lower stock value. Many delisted stocks suffer value drops due to the stigma of being removed from a major exchange. 

However, companies may sometimes successfully recover and relist on exchanges, which can restore value to the stock. If a company goes bankrupt post-delisting, shareholders may lose most or all of their investment.

Options for Shareholders After Delisting 

When a company is delisted, shareholders face reduced liquidity and limited options for buying or selling their shares. However, delisting doesn't mean the shares are worthless, and shareholders still have several options. Let's explore the main options:

Trade on the OTC Markets (Pink Sheets or OTC Bulletin Board)

After a delisting, company shares may move to an OTC market, where they can continue trading but with less regulation and liquidity. Shareholders can still buy or sell shares, though typically at lower trading volumes and with wider bid-ask spreads than on major exchanges.

Share prices are often lower on OTC markets due to reduced demand so that shareholders may experience price declines.

Participate in a Buyout or Tender Offer

If the delisting is part of a privatisation or merger, the company or a major investor may offer to buy out shares at a fixed price, often higher than the current market price. Shareholders can choose to sell their shares at this provided price.

For voluntary delistings, some companies may offer shareholders a tender offer, where they set a price at which they are willing to purchase shares from the public. Shareholders can decide whether to sell at this price or hold their shares.

Buyouts and tender offers provide shareholders with a way to exit their investment with some liquidity, often at a premium. However, shareholders should consider whether the offer price reflects the fair value of their shares.

Hold Shares and Wait for Restructuring or Relisting

In some cases, shareholders may choose to hold onto their shares in the hope that the company will restructure, improve its financial health, and potentially relist on a major exchange.

Some companies that delist voluntarily for restructuring purposes may eventually meet listing requirements again and return to a major exchange. If the company succeeds in relisting, shareholders could benefit from increased liquidity and potentially higher share prices. However, holding shares after delisting is risky, as there's no guarantee the company will recover or relist. Shareholders may face a long period with limited trading options and reduced share value.

Sell Shares in Private Transactions

Shareholders may be able to sell their shares privately to interested buyers. This can be done through private transactions, especially if the shares are in high demand or the company has a loyal investor base.

Some platforms facilitate the sale of private or unlisted shares, allowing shareholders to connect with interested buyers. This option enables liquidating shares outside traditional markets, though transaction fees may apply.

Exercise Legal Rights (If Available)

If a company is delisted due to severe financial distress, such as bankruptcy, shareholders may have limited legal rights to receive compensation during asset liquidation. Shareholders are last to receive payment, behind creditors and bondholders, in liquidation cases.

In cases of fraud, misconduct, or misrepresentation leading to delisting, shareholders may be eligible to join a class-action lawsuit to recover losses. These lawsuits are common when delisting results from regulatory violations or fraud.

While exercising legal rights may offer some compensation, legal processes can be lengthy and may involve costs. Shareholders should carefully evaluate the potential benefits versus legal expenses.

recently delisted stocks

Conclusion

The impact of delisting on stock price depends largely on the reasons for delisting. Voluntary delisting, especially in privatisation cases, may offer some price stability due to buyout offers, while involuntary delisting generally leads to sharp price declines. 

Over the long term, delisted stocks usually see lower prices and limited liquidity in OTC markets, though a successful restructuring can sometimes reverse these effects. 

Stock delisting is a significant event that requires careful attention from investors. While not always catastrophic, delisting often signals serious issues and requires prompt action. Understanding the process, monitoring investments, and having a clear action plan can help investors navigate delisting events successfully.

Remember that prevention is better than cure - regularly reviewing your portfolio and staying informed about company performance can help you avoid the worst impacts of stock delisting.

FAQ

Why would a company delist from the stock exchange?

Companies may delist voluntarily (to go private) or involuntarily due to financial difficulties, non-compliance with listing requirements, or as a result of mergers and acquisitions.

Do I lose my money if a stock is delisted?

No, you don't lose your ownership of the shares. However, delisting can significantly impact the liquidity and value of your investment.

Can you still sell a delisted stock?

You can still sell a delisted stock, but it may be more challenging due to lower liquidity and potential price volatility.

What's the difference between delisting and bankruptcy?

Delisting is removal from an exchange, while bankruptcy is a legal process for handling debt. Not all delisted companies are bankrupt.

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