Deregistering a Security

Summary

This practice note discusses the rules and procedures for deregistering a class of securities under Sections 12(b) and 12(g) (15 U.S.C. § 78l) of the Securities Exchange Act of 1934, as amended (Exchange Act). An issuer may seek to deregister its securities under the Exchange Act for several reasons, including if the number of its shareholders or the value of its assets falls below the thresholds in Section 12(g), or if it fails to meet the continued listing standards of the national securities exchange on which its securities are listed. Alternatively, an issuer may voluntarily delist and deregister under Section 12(b) for any reason, or the exchange may force its delisting and resulting deregistration for noncompliance reasons. Whatever the reason, the issuer must comply with the requirements discussed in this practice note for deregistering its securities under the Exchange Act.