going dark
Going dark refers to when a public company becomes a private company. It is also referred to as “deregistration.”
The Securities and Exchange Commission (SEC) regulates how companies can go dark in Rule 12d2-2, requiring them to file a Form 25. Even after a company files a Form 25, they still might satisfy the criteria for being a public company under Section 12(g) or Section 15(d) of the Exchange Act. If so, then they will also have to deregister with a Form 15. In filing a Form 15, the company must guarantee that either: (i) the class of securities is held by less than 300 people; (ii) if the total assets do not exceed $10 million and have not exceeded $10 million for the last three years, the class of securities is held by less than 500 people; or (iii) in the case of a bank of holding company, the number of holders is less than 1,200 people.
[Last reviewed in February of 2022 by the Wex Definitions Team]
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