New investors are often confused by a reverse stock split. Simply put, a reverse stock split reduces the number of outstanding shares of the company, thereby increasing value of the individual shares.
Think of it as the reverse of the typical stock split, where an investor receives X number of shares for each share he owns. In a reverse stock split, the investor received a fraction of a share for each share he owns. So, if a company declares a 1 for 10 revers stock split, every 10 shares an investor owns will be converted to one share. There is no loss in value by virtue of the split, as the price of the stock is increased in the same proportion as the split.
A company may declare a reverse stock split in an effort to increase the trading price of its shares – for example, when it believes the trading price is too low to attract investors to purchase shares, or in an attempt to regain compliance with minimum bid price requirements of an exchange on which its shares trade. In some reverse stock splits, small shareholders are “cashed out” (receiving a proportionate amount of cash in lieu of partial shares) so that they no longer own the company’s shares. Investors may lose money as a result of fluctuations in trading prices following reverse stock splits.
If a company is required to file reports with the SEC, it may notify its shareholders of a reverse stock split on Forms 8-K, 10-Q or 10-K. Depending on the particular facts, companies pursuing a reverse stock split may also be required to file a proxy statement on Schedule 14A, if shareholder approval is required, or a Schedule 13E-3, if the reverse stock split will result in the company “going private.” Corporate filings can be found on EDGAR.
Mark J. Astarita, Esq. is a securities lawyer who represents investors, financial professionals and firms in litigation, arbitration and regulatory matters across the country. He is a partner in the national securities law firm of Sallah Astarita & Cox, LLC and can be reached by email at firstname.lastname@example.org or by phone at 212-509-6544.
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