securities, and business transactions law firm.

Today is the final LawCast in a series discussing NASDAQ listing requirements.

There are many benefits to trading on an exchange such as NASDAQ.

The biggest benefit to an exchange is the ability to attract analyst coverage and institutional

investors, and the corresponding increase in liquidity that comes with both.

Stocks that trade on NASDAQ tend to have a lower bid/offer spread than over the counter

securities, again, encouraging trading volume and liquidity.

Importantly, exchange traded securities are exempt from the penny stock definition, allowing

for more market maker and broker-dealer participation.

A broker-dealer cannot recommend a penny stock transaction to its retail customers, and therefore,

no analysts, financial advisors, or institutional investors make recommendations for purchases

of penny stocks.

And, in general, no institutional investors invest in penny stocks.

As an aside, this is one of the reasons that OTC Markets created the OTCQX Market tier,

which does not list penny stocks.

It is also the reason that the small- and micro-cap industry is pushing for a supported

venture exchange.

A designated venture market would be one for small-cap companies, which would allow for

higher brokerage and trading commissions, be exempt from the prohibitive penny stock

rules, and which securities would be considered covered securities under federal securities

laws and thus exempt from separate blue sky compliance.

I think that the OTC Markets has the foundation to set the OTCQX as a recognized venture exchange

platform and would love to see it gain regulatory support in that regard, including blue sky

pre-emption.

In today's world it is increasingly difficult to deposit and/or trade in non-exchange traded

securities.

Despite the congressional efforts and SEC rulemaking in support of small and micro-cap

capital formation — for example, the JOBS Act, including the emerging growth company

regulations and IPO on-ramp.

New Regulation A+ and Title III Crowdfunding and the new FAST Act – through enforcement

and investigative proceedings, both the SEC and FINRA continue to apply pressure on broker-dealers,

clearing firms and transfer agents, resulting in a reduction in a secondary trading and

free flow of low priced securities.

Although these issues need to be addressed on a broader basis, securities listed on NASDAQ

and other national exchanges do not face many of these issues.

Also as mentioned, exchange traded securities are considered covered securities for purposes

of blue sky compliance.

That is, transactions with exchange traded securities are exempted from separate state

blue sky law registration and exemption requirements.

I am securities attorney Laura Anthony, founding partner of Legal & Compliance, and producer

of LawCast.

Should you have any questions about today's topic, please visit SecuritiesLawBlog.com

and LawCast.com, or contact me directly.

Inquiries of a technical nature are always encouraged.