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Launched in 2007, the OTCQX (“QX”) is currently the premier tier of the U.S. Over-the-Counter (“OTC”) marketplace.  The QX was created specifically for the purpose of providing foreign companies access to the U.S. capital trading markets and to attract U.S. investment capital.  International companies now have the platform to tap into the vast U.S. retail markets by a companion listing on QX by maintaining their home exchange listing.

A major benefit to a foreign issuer is that a QX listing does not require compliance with Sarbanes-Oxley, U.S. GAAP financial statements and numerous Exchange Act reports.  In addition, the QX listing allows U.S. investors to trade and invest in foreign companies which were previously unavailable due to internal controls, the inability to access foreign exchanges, or delay due to currency conversion issues.  As a result, the QX has experienced significant growth over the last two years and now is home to over 150 public companies which are dual-listed, including Air France, Adidas, BNP Paribas, and Zurich Financial Services.

To qualify for the QX, a company must meet certain standards including a listing on a qualified foreign exchange, maintaining minimum asset and net worth valuations and publishing certain disclosure information in English on its website or other electronic information delivery system generally available to the public.  Initially, QX applicants pay a minimum application fee of $5,000 to establish the listing and an annual listing fee of $15,000 as compared to listing fees and associated costs on the NYSE or NASDAQ which can reach in excess of $500,000.

To assist in the listing process, each foreign issuer must retain the services of a Principal American Liaison (“PAL”) to prepare the QX application and advise the company of its obligations under the QX rules and Securities and Exchange Commission regulations.  Likewise, the PAL is responsible for oversight of company disclosure documents and the annual renewal of the application for continued listing.  The PAL is the company’s direct link to the QX and assists with state blue sky compliance.

Berenbaum Weinshienk PC currently serves as the PAL representative for over 26 foreign issuers with asset valuations in excess of $500 million dollars.  We advise foreign issuers on cross-border financing transactions, both on a private or fully registered basis.  Members of the securities department also advise on exempt offerings under Regulation S or traditional Rule 506 private transactions.

If you wish additional information concerning QX listings or any other form of U.S. exchange listing or financing transactions, contact Victoria Bantz at (303) 592-8337 or John Wills at (303) 592-8360.  The Firm’s website may be viewed at