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1) discussion 

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2) home work as per attachment

3)  Module 1: Interactive Activity 

Start by reading and following these instructions: You are responsible for minimally at least 3 posts for each question in your discussion boards; your initial post and reply to two of your classmates. Your initial post(s) should be your response to the questions posed in the discussion question. You should research your answer and cite at least one scholarly source when appropriate, and always use quality writing. The discussion board is never a place to use text language or emoticons. You will also be asked to respond to your classmates. This is designed to enhance the academic discussion around the topic. It is all right to disagree with something posted by another, however your responses should always be thoughtful and respectful and reflect your opinions professionally. Discussion Question: In response to the Sarbanes-Oxley Act, many small firms in the United States have opted to “go dark” and delist their stock. Outline the reasons why a company might choose this route and expound on the costs of “going dark.” Give one practical example of a company going dark within the past five years. When you are ready for the discussion, do the following: Click on the discussion link above. Start your answer by clicking “Start a New Thread” button with the title of your answer and the body of text following the guidance above. To properly post your answer, please click on the “Post” button. After posting your contribution, read what others have posted, reply to at least two of those posts, and respond (when appropriate) to those who have responded to you. To reply to a classmate’s post: Click on the title of another student’s post. Click “Reply to Thread” and type your response to the student. Click the “Post” button to post your reply.

Remember to submit your work following the file naming convention FirstInitial.LastName_M01.docx. For example, J.Smith_M01.docx. Remember that it is not necessary to manually type in the file extension; it will automatically append. Start by reading and following these instructions: 1. Quickly skim the questions or assignment below and the assignment rubric to help you focus. 2. Read the required chapter(s) of the textbook and any additional recommended resources. Some answers may require you to do additional research on the Internet or in other reference sources. Choose your sources carefully. 3. Consider the discussion and the any insights you gained from it. 4. Create your Assignment submission and be sure to cite your sources, use APA style as required, check your spelling. Assignment: Answer these essay questions: Go to finance.yahoo.com and find the current stock prices for Southwest Airlines (LUV), Harley Davidson (HOG) and Starwood Hotels and Resorts Worldwide (HOT). Get a quote for American Express (AXP) and follow the “Key Statistics” link. What information is available on this link? What do mrq, ify, yoy and ttm mean? Recently the social networking site Facebook had a successful Initial Public Offering (IPO) of its business. Write a report on the financial coverage of the financial securities. Is an IPO a primary market transaction or a secondary market transaction? Post IPO, what actions did the senior management take to maximize the shareholders’ interests? Give reasons. As you may know, many companies incorporate in Delaware for a variety of reasons. Visit the website at www.bizfilings.com to find out why. Which state has the highest fee for incorporation? For an LLC? While at the site, look at the FAQ section regarding corporations and LLCs and write your report. In the reading assignment for this module you learned about some of the factors that affect stock prices. Consider the company you’re working for or some company that interests you and determine what is the most important driver of stock price for that company (considering only factors that are under management’s control)? Explain your answer.

Many small and mid-size public corporations are exploring ways to reduce the costs and regulatory burdens of becoming a public company through the deregistration process, given the economic conditions faced over the last few years, the costs associated with being a public company, and the regulatory requirements applicable to public companies. The deregistration process, also known as “going dark,” is the process by which a corporation that is required to report to the Securities and Exchange Commission (the “SEC”) deregisters and becomes a private company under Section 12 of the Securities Exchange Act of 1934 (the “1934 Act”). Whether the company’s shares or other assets are publicly traded, this deregistration will include delisting the company’s securities from the exchange or OTCBB. (Genkin, 2010) An organization should conduct a cost-benefit analysis of remaining public versus deregistration before deciding to “go dark.” This audit may include a re-examination of the reasons for the company’s initial public offering, as well as a determination of whether or not these reasons remain true. For example, if a company uses its stock as an investment currency, accesses the capital markets, or otherwise values the reputation of becoming public, “going dark” may not be a good business decision. Suppose a company isn’t raising funds in the capital markets or making acquisitions using its stock as a currency. In that case, the advantages of “going dark” may outweigh the high costs and regulatory burdens of being public. It is often considered whether the company’s stock has an active trading market and the liquidity it offers to shareholders, and what will happen after delisting and deregistration. (Genkin, 2010) Specific due diligence issues must be addressed for an organization that wants to go dark. First, the organization must decide if any previous registration documents are still valid and must be discussed as part of the deregistration process and whether any registration obligations remain (i.e., registration rights owed to existing stockholders). With regard to unpaid debt or credit facilities, the corporation must decide if the indenture or credit facility contains covenants that would prohibit delisting or whether delisting and deregistration will be a credit agreement or indenture case of default. The deregistration process often necessitates a study of relevant state law and the company’s article and bylaws problems. (Genkin, 2010) A recent company to “go dark” is the well-known restaurant chain Panera Bread, which delisted in 2017. According to Ronald M. Shaich, Panera Bread’s chief executive officer at the time, the “ability to think long term was a key asset for the chain in the public sector, but a shift in who seems to be running the show in the stock market left the company with no option but to go private” (Schroeder, 2017). Shaich goes on to predict, using Panera Bread as an indicator, that it looks like difficult times for public companies, owing to the fact that traders, rather than institutional investors, tend to be playing a more significant role in the stock market. Genkin, B. (November, 2010). GOING DARK Considerations, Process and Timing. https://www.blankrome.com/publications/going-dark-considerations-process-and-timing. Schroeder, E. (December 8, 2017). Panera CEO offers insight into move to go private. Food Business News. https://www.foodbusinessnews.net/articles/10992-panera-c-e-o-offers-insight-into-move-to-go-private#:~:text=Louis%2Dbased%20bakery%2Dcafe%20chain,6.

The Sarbanes-Oxley act was created in response to corporate scandals and is a safeguard against corporate accounting fraud (Ross et al, 2014). Some ways this act completes this is by making officers of public corporations having to review and sign annual reports, stating that the report is accurate. These extensive requirements can become costly to stay in compliance with Sarbox. Due to these costs many companies have pulled their shares from publicly traded stock markets where Sarbox does not apply. Smaller firms may choose to go dark, because compliance can cost them much of their revenue yearly. The textbook gives the example of a small company, Protonex technologies. It was estimated to cost $1 million a year in compliance costs to be listed on the AIM, and about $3 million to be listed on the NASDAQ (Ross et al, 2014). However, the costs of going dark cost a company the ability to access capital from the stock market. Companies that go dark can still access capital from loans and private equity, but these are often more costly. References Ross, S. A., Westerfield, R., &; Jordan, B. D. (2014). Essentials of corporate finance (8th ed.). McGraw-Hill Education.

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