Yesterday on CEO Chat, consulting corporate secretary Lorraine Pike, who has been advising junior companies for over a decade, took questions on what it’s like to work with Canada’s two public venture capital exchanges, the TSX Venture Exchange (TSXV) and the Canadian Securities Exchange (CSE).
Find the entire chat thread here: http://chat.ceo.ca/lorraine-pike-q-and-a
To Lorraine, the CSE wins in terms of costs and efficiency, while the TSXV remains king in market visibility. She also sounded a warning to public company executives using social media. Here are the salient excerpts from the Q&A:
“Regulatory costs keep rising and companies are looking for ways to keep costs under control,” Lorraine says, which is why some of the startup companies she works with are favouring the CSE recently.
“The CSE has a lower listing cost, and a flat fee, all-inclusive fee structure as opposed to the TSXV’s percentage charges for each transaction.”
“The CSE has a flat fee of $12,500 to list a company. The TSXV has a minimum fee of $10,000 and a maximum fee of $40,000. TSXV determines the fee based on the deemed value of issued shares and in my experience usually falls in the $25 to $30k range.”
“Once listed, the CSE charges a flat fee of $500 per month. The TSXV has an annual sustaining fee of $5200.”
“Where the real difference lies is in the fees the TSXV charges for corporate actions such as private placements, agreements, etc.”
“For legal and accounting, I would say accounting is pretty much the same for either one. The accounting costs are mostly in quarterly financials and audit fees.”
“TSXV won’t look at your private placement until you submit the initial fee of $750.00. With the CSE, you only need to post the required form on their website. They don’t charge anything to the company while the TSXV takes a 0.5% of the proceeds.”
“Oliver’s right, not a lot is known about the CSE in Europe but I think that is going to change. More companies are choosing CSE for its easier regulatory regime and lower maintenance costs. It means more money can go into the company’s business rather than to regulators.”
“Both exchanges are involved when there is a transaction; the TSXV is much more “hands on”. The CSE want to know what you’re up to and they want to have a say in certain things, usually major transactions but they stay out of the day to day stuff.”
“The CSE is a much smaller operation and you deal directly with the senior management so you build a more personal relationship.”
“Social media is really tricky. There are a lot of potential pitfalls. Two things I’d watch out for is allowing shareholders to comment on a company’s Facebook page and then responding publicly.”
“The other thing I’d watch for is Twitter. It’s easy for companies to get in trouble if they don’t provide links to the full disclosure document.”
“Companies really shouldn’t use social media unless they’ve put a social media policy in place… companies should definitely have their employees agree to and sign a social media policy regardless of whether they are public or private.”
“Many organizations are more reactive than proactive.”
“A lot of times the recommendations for things such as a media policy, or to implement a crisis management protocol are ignored – no one thinks it will happen to them and when it does there are so many voices telling them what to do it is challenging.”
“Management is focused on keeping the business going.”
“It’s my daily struggle – getting CEO’s to listen and adopt a policy that will help them in the long run.”
“My terms are pretty flexible and I offer a range of services. Companies use my services in different ways from helping with those policies, to working closely on listing documents with their lawyers, to ongoing corporate secretarial and governance advising to the board. My rates can be hourly ($85/hr) or a regular monthly fee based on an annual contract depending on the services you need. You can reach me at firstname.lastname@example.org.”
Thank you to Lorraine and all CEO Chat users.