When the SEC Suspends Trading in a Stock
The federal securities laws allow the SEC to suspend trading in any stock for up to ten trading days. This document answers some of the typical questions we receive from investors about trading suspensions.
When can the SEC suspend a stock from trading?
When it serves the public interest and will protect investors, the SEC may suspend trading. For instance, the SEC may act when public information about a company is not current, accurate, or adequate. The SEC has acted when serious questions arose about a company's assets, operations, or other financial information.
Why couldn't the SEC forewarn me that it was about to suspend trading before I bought the security in the first place?
The SEC cannot announce that it's working on a suspension. We conduct this work confidentially to maintain our effectiveness and to guard against the destruction of evidence if our work becomes widely known. Confidentiality also protects a company and its shareholders if the SEC ultimately decides not to issue a trading suspension. Mindful of the seriousness of suspensions, the SEC moves as quickly as possible when it considers a trading suspension.
What happens when the ten-day suspension period ends? Will the SEC issue a statement about the status of the company after the suspension has ended?
No. The SEC will not comment publicly on the status of a company when the ten-day suspension ends because the company may still have serious legal problems. For instance, the SEC may continue to investigate a company to determine whether it has defrauded investors. The public will not know if the SEC is continuing its investigation until the SEC publicly announces an enforcement action against the company.
Will trading automatically resume after ten days?
It depends on the market where the stock trades. Different rules apply in different markets.
For stocks that trade in the OTC or the over-the-counter market, trading does not automatically resume when a suspension ends. (The OTC market includes the Bulletin Board and the Pink Sheets.) Before trading can resume for OTC stocks, SEC regulations require a broker-dealer to review information about a company before publishing a quote. If a broker-dealer does not have confidence that a company's financial statements are current and accurate, especially in light of the questions raised by the SEC, then a broker-dealer may not publish a quote for the company's stock.
In contrast to OTC stocks, stocks that trade on an exchange or Nasdaq resume trading as soon as an SEC suspension ends.
If the suspended stock resumes trading, why is it trading at a much lower price?
The trading suspension may raise serious questions and cast doubts about the company in the minds of investors. While some investors may be willing to buy the company's stock, they will do so only at significantly lower prices.
Why would the SEC take such action when it knows it will hurt current shareholders?
Because a suspension often causes a dramatic decline in the price of the security, the SEC suspends trading only when it believes the public may be making investment decisions based on false or misleading information. Suspensions give notice to current and potential investors that we have serious concerns about a company. A suspension may prevent potential investors from being victimized by a fraud.
How can I find out if the stock will trade again after a suspension?
You can contact the broker-dealer who sold you the stock or a broker-dealer who quoted the stock before the suspension. Ask the broker-dealer if it intends to resume publishing a quote in the company's stock.
If there is no market to sell my security, what can I do with my shares?
If there is no market to trade the shares, they may be worthless. You may want to contact your financial or tax adviser to determine how to treat such a loss on your tax return.
What can I do if the company acted wrongfully and I have lost money?
To get your money back, you will need to consider taking legal action on your own. The SEC cannot act as your lawyer. You must continue to pursue all of your legal remedies. For more information about how to protect your legal rights, including finding a lawyer who specializes in securities laws, read our flyer, How the SEC Handles Your Complaint or Inquiry.
To learn how to file an arbitration action against a broker-dealer, you can contact the Director of Arbitration at NASD or the New York Stock Exchange. NASD and the NYSE also offer mediation as an option before going to arbitration.
Where can I get information about trading suspensions?
You can find a list of companies whose stocks have been suspended by the SEC since October 1995 on our Web site.
How can I learn more?
We offer educational materials so that you can understand how the securities industry works and how you can avoid costly mistakes and fraud. Our educational materials also provide tips on how you can invest wisely. You can order our free publications by calling (800) SEC-0330, or read them on our Web site. For specific information about the risks of investing in low-priced stocks, see our publication, Microcap Stock: A Guide for Investors.