What We Do

Corporate Governance

GBX is adept at working with Boards of Directors to craft and implement corporate governance policies ensuring companies have appropriate decision-making processes and controls in place balancing the interests of all relevant stakeholders and facilitating compliance with exchange listing requirements. 

We provide complete in-depth reviews, modifications and updates to all governance materials.  In doing so, we:

  • Assess Board of Director composition, committees, structure and responsibilities
  • Introduce Director candidates to fill required roles or specific functions, when appropriate
  • Analyze governance provisions relative to exchange certification and compliancy requirements
  • Evaluate relevant Board resolutions, providing modifications, when appropriate
  • Review applicable bylaws and charters pursuant to exchange rules

 

GBX is focused on ensuing “best of practice” standards in corporate governance compliance as it is important to note that regardless of the senior exchange your company choses to list on or where your company is in the uplist process, planning, and implementations stages – CORPORATE GOVERNANCE is MANDATORY to UPLIST.

Capital Markets

GBX partners with its clients to chart a course and navigate through the capital formation process, from assessing funding requirements, to identifying capital sources, through closing of the financing.   Drawing on our decades-long capital markets experience and Wall Street relationships, we:

  • Conduct valuation analyses
  • Identify key company value inflection points
  • Assess capital market and structuring options
  • Evaluate timing and staging alternatives
  • Assist with due diligence and marketing preparation
  • Provide introductions to a range of bank and banker alternatives 
  • Provide comparative review of banker proposals
  • Advice regarding banker selection and syndicate composition
  • Serve as an intermediary with banks, legal counsel, auditors and investor relations firms

Stock Exchange Listings

Stock exchange assessment and selection are critical functions; they are often key factors impacting company acceptance and performance in the public sector.  GBX enjoys preeminent relationships with a broad range of internationally recognized exchanges, including the NASDAQ, NYSE, NEO and EURONEXT.  Leveraging these KEY relationships, we work with companies to identify, facilitate and execute direct listing, uplisting, dual-listing and cross-listings.  

We shepherd the listing process from initiation through to completion, providing the following range of services:

  • Assessment of company qualifications relative to exchange requirements
  • Identification of listing alternatives, both domestic and international
  • Analysis of comparable company listings for each relevant exchange
  • Introductions to, and meetings with, senior exchange personnel
  • Fulfillment and filing of listing application(s) and supporting materials
  • Development of listing resolution(s)
  • Introductions to transfer agents
  • Compilation of exchange certifications
  • Serving as an intermediary with exchange analysts throughout the review and approval process  

Pre-IPO & IPO Advisory Services

The public offering of shares is a fundamental strategic option for company consideration. Our pre-IPO and IPO services facilitate a company’s transition from the private to the public sector.  Our pre-IPO advisory services include:

  • Assessment of the prospects of a public offering relative to other capital raising alternatives
  • Analysis of alternative capital markets, in the US, Canada and the EU
  • Appraisal of trends and key factors influencing the development of capital markets and the public offering
  • Assessment of the prospects of public offering and the necessary steps to affect an IPO
  • Evaluation of attractiveness and investment thesis of the company and industry
  • Introductions to senior exchange personnel
  • Serving as an intermediary with all parties involved throughout the IPO process 

Continued Listing Standards Counseling

GBX provides ongoing monitoring of conformity with exchange listing requirements ensuring sustained company compliance with stock exchange standards. Companies that want to list their stocks on a senior exchange need to meet a pretty long list of continuing requirements. 

To name a few, listed companies are required to:

  • Maintain a share price over $1.00 
  • Maintain a $1 million valuation for all publicly held shares
  • Have a minimum number of stockholders – as low as 300, but varies depending on the type of listing
  • Maintain a minimum amount of stockholder’s equity or minimum market value of all listed securities or produce net income above a specified minimum
  • Distribute annual reports to shareholders
  • Hold an annual meeting of shareholders
  • Disclose all “material news” – defined as information that would reasonably be expected to affect the stock’s value or influence investors’ decisions

If any of these, or any other published requirements of the NASDAQ, are not met for a period of 30 consecutive days, the exchange can start delisting procedures.

What Happens if your company receives a Deficiency notice?

GBX can help. 

If the conditions that triggered the deficiency notice are not met in time, the exchange will then send the company a delisting letter, which must be disclosed to the public within four business days.

There is an appeal procedure that GBX can assist a company with legal counsel can use, if it feels that it doesn’t deserve to be delisted or if it can regain compliance in a reasonable amount of time. Once the company receives the delisting letter, it has seven days to request a hearing with the listing qualification panel to present its case, which postpones the delisting process until the panel decides.

Unless an appeal is filed, the company’s stock is halted, and then delisted after seven days. If the appeal is rejected, the company also has the option to appeal to the SEC or in federal court. Some exchanges provide an additional 15 days to do so but begins its final delisting procedures during that time.

Special Services

GBX’s principals leverage their long-standing and proprietary relationships with a host of service providers facilitating broadened company sponsorship and enhanced public market support.  

Those services and relations include:

  • Retail, family office and institutional investor capital sources
  • Investor relations firms
  • Conference sponsors
  • Media outlets
  • Equity research analysts
  • Investor roadshow providers