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42-458: Voltari was formed in August 2012 as an operating business of Motricity. On April 10, 2013, upon completion of reorganization, Motricity became a wholly owned subsidiary of Voltari, which replaced Motricity as a publicly held corporation . After Carl Icahn acquired a controlling interest in the company in August 2015, the board of directors unanimously approved a plan to transform the company into

84-400: A commercial real estate business. Since the transformation began, Koala Holdings LP, an affiliate of Carl Icahn, has been financing Voltari’s acquisition of commercial real-estate properties. On 25 March 2019, Voltari Corporation has confirmed that it has entered into a Merger Arrangement and Plan with Starfire Holding Corporation, a Carl C. Icahn subsidiary and a member of the main owners of

126-440: A company they perceive as possibly lacking liquidity. For example, if all shareholders were to simultaneously try to sell their shares in the open market, this would immediately create downward pressure on the price for which the share is traded unless there were an equal number of buyers willing to purchase the security at the price the sellers demand. So, sellers would have to either reduce their price or choose not to sell. Thus,

168-401: A long period of time after maturity into a profitable company. However, from 1997 to 2012, the number of corporations publicly traded on US stock exchanges dropped 45%. According to one observer ( Gerald F. Davis ), "public corporations have become less concentrated, less integrated, less interconnected at the top, shorter lived, less remunerative for average investors, and less prevalent since

210-591: A physical location. Previously these brokers would find stock prices through newspaper printings and conduct trades verbally by telephone. Today, a digital information network connects these brokers. This system is called NASDAQ , standing for the National Association of Securities Dealers Automated Quotation System. In 1938, the Exchange Act was amended by the Maloney Act , which authorized

252-520: A public company. In the United Kingdom , it is usually a public limited company (plc). In France , it is a société anonyme (SA). In Germany , it is an Aktiengesellschaft (AG). While the general idea of a public company may be similar, differences are meaningful and are at the core of international law disputes with regard to industry and trade. Usually, the securities of a publicly traded company are owned by many investors while

294-553: A separate entity, its former shareholders receiving compensation in the form of either cash, shares in the purchasing company or a combination of both. When the compensation is primarily shares then the deal is often considered a merger . Subsidiaries and joint ventures can also be created de novo . That often happens in the financial sector. Subsidiaries and joint ventures of publicly traded companies are not generally considered to be privately held companies (even though they themselves are not publicly traded) and are generally subject to

336-649: Is especially prevalent in such countries as the United Kingdom and the United States. In the United States, the Securities and Exchange Commission requires firms whose stock is traded publicly to report their major shareholders each year. The reports identify all institutional shareholders (primarily firms that own stock in other companies), all company officials who own shares in their firm, and all individuals or institutions owning more than 5% of

378-445: Is organized via shares of stock which are intended to be freely traded on a stock exchange or in over-the-counter markets. A public (publicly traded) company can be listed on a stock exchange ( listed company ), which facilitates the trade of shares, or not ( unlisted public company ). In some jurisdictions, public companies over a certain size must be listed on an exchange. In most cases, public companies are private enterprises in

420-408: Is privately held can buy out the shareholders of a public company, taking the company off the public markets. That is typically done through a leveraged buyout and occurs when the buyers believe the securities have been undervalued by investors. In some cases, public companies that are in severe financial distress may also approach a private company or companies to take over ownership and management of

462-715: Is subject to a double net lease with 7-Eleven , the original term of which expires in December 2029 (with four, five-year renewal options and together with the Original Term)). On April 23, 2018 Voltari acquired a real estate property in Columbia, South Carolina . The property is subject to a triple net lease with The McClatchy Company. On December 17, 2017, Icahn acquired an additional 1257 shares of Voltari's Series J Non-Convertible Preferred stock at $ 27.63 per share. Icahn now owns 52.7% of Voltari's outstanding, and 98% of

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504-409: Is traded on a major stock exchange, it is not uncommon when shares are traded over-the-counter (OTC). Since individual buyers and sellers need to incorporate news about the company into their purchasing decisions, a security with an imbalance of buyers or sellers may not feel the full effect of recent news. Securities Exchange Act of 1934 The Securities Exchange Act of 1934 (also called

546-404: Is when a company has little or no trading activity and the market price is simply the price at which the most recent trade took place, which could be days or weeks ago. This occurs when there are no buyers willing to purchase the securities at the price being offered by the sellers and there are no sellers willing to sell at the price the buyers are willing to pay. While this is rare when the company

588-510: The Exchange Act , ' 34 Act , or 1934 Act ) ( Pub. L.   73–291 , 48  Stat.   881 , enacted June 6, 1934 , codified at 15 U.S.C.   § 78a et seq.) is a law governing the secondary trading of securities ( stocks , bonds , and debentures ) in the United States of America. A landmark piece of wide-ranging legislation, the Act of '34 and related statutes form

630-476: The private sector, and "public" emphasizes their reporting and trading on the public markets. Public companies are formed within the legal systems of particular states and so have associations and formal designations, which are distinct and separate in the polity in which they reside. In the United States , for example, a public company is usually a type of corporation though a corporation need not be

672-404: The "black box" of securities trading. The ECN is a completely automated network, anonymously matching buy and sell orders. Many traders use one or more trading mechanisms (the exchanges, NASDAQ, and an ECN or ATS) to effect large buy or sell orders – conscious of the fact that overreliance on one market for a large trade is likely to unfavorably alter the trading price of the target security. While

714-487: The 1933 Act recognizes that timely information about the issuer is vital to effective pricing of securities, the 1933 Act's disclosure requirement (the registration statement and prospectus) is a one-time affair. The 1934 Act extends this requirement to securities traded in the secondary market. Provided that the company has more than a certain number of shareholders and has a certain amount of assets (500 shareholders, above $ 10 million in assets, per Act sections 12, 13, and 15),

756-487: The 1934 Act and corresponding SEC Rule 10b-5 have sweeping antifraud language. Section 10(b) of the Act (as amended) provides (in pertinent part): It shall be unlawful for any person, directly or indirectly, by the use of any means or instrumentality of interstate commerce or of the mails, or of any facility of any national securities exchange ... Section 10(b) is codified at 15 U.S.C.   § 78j(b) . The breadth and utility of section 10(b) and Rule 10b-5 in

798-451: The 1934 Act are generally deemed public companies. A public company possess some advantages over privately held businesses. Many stock exchanges require that publicly traded companies have their accounts regularly audited by outside auditors and then publish the accounts to their shareholders. Besides the cost, that may make useful information available to competitors. Various other annual and quarterly reports are also required by law. In

840-624: The 1934 Act requires that issuers regularly file company information with the SEC on certain forms (the annual 10-K filing and the quarterly 10-Q filing). The filed reports are available to the public via EDGAR . If something material happens with the company (change of CEO, change of auditing firm, destruction of a significant number of company assets), the SEC requires that the company issue within 4 business days an 8-K filing that reflects these changed conditions (see Regulation FD ). With these regularly required filings, buyers are better able to assess

882-779: The NASDAQ stock market. In 1996, the SEC criticized the NASD for putting its interests as the operator of NASDAQ ahead of its responsibilities as the regulator, and the organization was split in two, one entity regulating the brokers and firms, the other regulating the NASDAQ market. In 2007, the NASD merged with the NYSE (which had already taken over the AMEX), and the Financial Industry Regulatory Authority (FINRA)

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924-495: The Securities Exchange Act of 1934 regulates the secondary trading of those securities between persons often unrelated to the issuer, frequently through brokers or dealers. Trillions of dollars are made and lost each year through trading in the secondary market. One area subject to the 1934 Act's regulation is the physical place where securities (stocks, bonds, notes of debenture) are exchanged. Here, agents of

966-492: The United States, the Sarbanes–Oxley Act imposes additional requirements. The requirement for audited books is not imposed by the exchange known as OTC Pink. The shares may be maliciously held by outside shareholders and the original founders or owners may lose benefits and control. The principal–agent problem , or the agency problem is a key weakness of public companies. The separation of a company's ownership and control

1008-516: The basis of regulation of the financial markets and their participants in the United States. The 1934 Act also established the Securities and Exchange Commission (SEC), the agency primarily responsible for enforcement of United States federal securities law. Companies raise billions of dollars by issuing securities in what is known as the primary market . Contrasted with the Securities Act of 1933 , which regulates these original issues,

1050-621: The company, High River Limited Partnership and Koala Holding LP, in which Starfire would purchase the company. On September 17, 2015, Voltari acquired a real estate parcel in Long Branch, New Jersey . The property is subject to a triple net lease with JPMorgan Chase , the original term of which expires in June, 2020 (with two, five-year renewal options). On May 18, 2016, Voltari acquired a real estate parcel in Flanders, New York . The property

1092-432: The company. One way of doing so would be to make a rights issue designed to enable the new investor to acquire a supermajority . With a supermajority, the company could then be relisted, or privatized. Alternatively, a publicly traded company may be purchased by one or more other publicly traded companies, with the target company becoming either a subsidiary or joint venture of the purchaser(s), or ceasing to exist as

1134-637: The exchange, or specialists , act as middlemen for the competing interests in the buying and selling of securities. An important function of the specialist is to inject liquidity and price continuity into the market. Some of the more well known exchanges include the New York Stock Exchange , the NASDAQ and the NYSE American . The 1934 Act also regulates broker-dealers without a status for trading securities. A telecommunications infrastructure has developed to provide for trading without

1176-444: The firm's stock. For many years, newly-created companies were privately held but held initial public offering to become publicly traded company or to be acquired by another company if they became larger and more profitable or had promising prospects. More infrequently, some companies such as the investment banking firm Goldman Sachs and the logistics services provider United Parcel Service (UPS) chose to remain privately held for

1218-411: The formation and registration of national securities associations. These groups would supervise the conduct of their members subject to the oversight of the SEC. The Maloney Act led to the creation of the National Association of Securities Dealers, Inc. – the NASD, which is a Self-Regulatory Organization (or SRO). The NASD had primary responsibility for oversight of brokers and brokerage firms, and later,

1260-425: The number of trades in a given period of time, commonly referred to as the "volume" is important when determining how well a company's market capitalization reflects true fair market value of the company as a whole. The higher the volume, the more the fair market value of the company is likely to be reflected by its market capitalization. Another example of the impact of volume on the accuracy of market capitalization

1302-516: The preferred shares, respectively. On June 14, 2018, Voltari shareholders elected the following board members: 2: Sachin Latawa is the Founder and CEO at Tirios . He previously managed $ 1 Billion Real Estate AUM at Icahn Enterprises, held M&A role at Fortress Private Equity, and among other organizations. Publicly held corporation A public company is a company whose ownership

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1344-497: The price per share. For example, a company with two million shares outstanding and a price per share of US$ 40 has a market capitalization of US$ 80 million. However, a company's market capitalization should not be confused with the fair market value of the company as a whole since the price per share are influenced by other factors such as the volume of shares traded. Low trading volume can cause artificially low prices for securities, due to investors being apprehensive of investing in

1386-528: The propriety of financial transactions and the preparation of financial statements in compliance with "generally accepted accounting principles". On May 5, 2006, in a notice in the Federal Register , President Bush delegated authority under this section to John Negroponte , the Director of National Intelligence . Administration officials told Business Week that they believe this is the first time

1428-399: The pursuit of securities litigation are significant. Rule 10b-5 has been employed to cover insider trading cases, but has also been used against companies for price fixing (artificially inflating or depressing stock prices through stock manipulation ), bogus company sales to increase stock price, and even a company's failure to communicate relevant information to investors. Many plaintiffs in

1470-446: The same reporting requirements as publicly traded companies. Finally, shares in subsidiaries and joint ventures can be (re)-offered to the public at any time. Firms that are sold in this manner are called spin-outs . Most industrialized jurisdictions have enacted laws and regulations that detail the steps that prospective owners (public or private) must undertake if they wish to take over a publicly traded corporation. That often entails

1512-679: The securities litigation field plead violations of section 10(b) and Rule 10b-5 as a "catch-all" allegation, in addition to violations of the more specific antifraud provisions in the 1934 Act. Section 13(b)(3)(A) of the Securities Exchange Act of 1934 provides that "with respect to matters concerning the national security of the United States", the President or the head of an Executive Branch agency may exempt companies from certain critical legal obligations. These obligations include keeping accurate "books, records, and accounts" and maintaining "a system of internal accounting controls sufficient" to ensure

1554-502: The shares of a privately held company are owned by relatively few shareholders. A company with many shareholders is not necessarily a publicly traded company. Conversely, a publicly traded company typically (but not necessarily) has many shareholders. In the United States, companies with over 500 shareholders in some instances are required to report under the Securities Exchange Act of 1934 ; companies that report under

1596-541: The trades tend to be controlled by a small number of brokers or dealers. ATS acts as a niche market, a private pool of liquidity. Reg ATS , an SEC regulation issued in the late 1990s, requires these small markets to 1) register as a broker with the NASD, 2) register as an exchange, or 3) operate as an unregulated ATS, staying under low trading caps. A specialized form of ATS, the Electronic Communications Network (or ECN), has been described as

1638-428: The turn of the 21st century". Davis argues that technological changes such as the decline in price and increasing power, quality and flexibility of computer numerical control machines and newer digitally enabled tools such as 3D printing will lead to smaller and more local organization of production. In corporate privatization, more often called " going private ," a group of private investors or another company that

1680-478: The worth of the company, and buy and sell the stock according to that information. While the 1933 Act contains an antifraud provision ( Section 17 ), when the 1934 Act was enacted, questions remained about the reach of that antifraud provision and whether a private right of action—that is, the right of an individual private citizen to sue an issuer of stock or related market actor, as opposed to government suits—existed for purchasers. As it developed, section 10(b) of

1722-409: The would-be buyer(s) making a formal offer for each share of the company to shareholders. The shares of a publicly traded company are often traded on a stock exchange . The value or "size" of a company is called its market capitalization , a term which is often shortened to "market cap". This is calculated as the number of shares outstanding (as opposed to authorized but not necessarily issued) times

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1764-416: Was created. In the last 30 years, brokers have created two additional systems for trading securities. The alternative trading system, or ATS, is a quasi exchange where stocks are commonly purchased and sold through a smaller, private network of brokers, dealers, and other market participants. The ATS is distinguished from exchanges and associations in that the volumes for ATS trades are comparatively low, and

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