Market Makers & The Going Public Transaction

The last step in going public transactions is most often obtaining a stock trading or ticker symbol from the Financial Industry Regulatory Authority (“FINRA”). For a company to obtain a ticker, a market maker must submit a Form 211 on the issuer’s behalf to the Finance Industry Regulatory Authority (“FINRA”).

Only a Market Maker can submit a Form 211 to obtain a ticker symbol assignment. An issuer cannot submit the form itself. As such, the sponsoring market maker plays an important role in the going public process.

What is a Market Maker?
A market maker is a FINRA registered broker-dealer firm that accepts the risk of holding a certain number of shares of a particular security in order to facilitate trading in that security. Broker-dealers must register with FINRA to act as a market maker of a security.

Market Maker Regulation
Market Maker activities are regulated by the Securities and Exchange Commission (“SEC”) as well as the Financial Industry Regulatory Authority (“FINRA”). FINRA oversees registration, education and testing of market makers, broker-dealers and registered representatives. FINRA rules governing market makers in going public transactions involve a variety of criteria.

Market Maker Compliance with SEC Rule 15c2-11 in Going Public Transactions
SEC Rule 15c2-11 requires that current public information be made available to investors. This information is initially provided in going public transaction by the market maker when it submits a Form 211 and 15c2-11 application with FINRA for a ticker symbol assignment. FINRA and SEC Rule 15c2-11 require that the market maker has a reasonable basis for believing that the information provided by the company in its Form 211 is accurate and from reliable sources.

FINRA Comment Process in Going Public Transactions
SEC Rule 15c2-11 l Form 211 Application
In a going public transaction, a market maker must submit a Form 211 application to FINRA to apply for the company’s trading symbol. FINRA may render comments to the application which the sponsoring market maker and company must respond to. Once FINRA is satisfied that the disclosures satisfy the requirements of SEC Rule 15c2-11, a trading symbol is assigned and the Market Maker can quote the company’s securities. Once this occurs, the securities of the private company going public can be quoted by the OTCMarkets on the OTCPink Sheets and investors can purchase the company’s securities through their broker.

Form 211 Exclusivity Period for Sponsoring Market Maker
For the first 30 days after a ticker symbol assignment in a going public transaction, only the sponsoring market maker filing the Form 211 can publish quotes of the company’s securities. After the sponsoring market maker has published quotations for the security for at least 30 days, then other market makers can publish quotations.

Market Maker Fees For 211 Filings
Market Makers generally earn money by buying stock at a lower price than the price at which they sell it, or selling the stock at a higher price than they purchase it back. FINRA prohibits market makers from charging issuers fees for filing a Form 211 including in going public transactions. Despite the foregoing, unscrupulous market makers frequently find ways to circumvent FINRA’s requirements including by funneling fees for 211 filings through transfer agents they control or sham consulting agreements. Engaging in such activities compromise the entire going public transaction and place the company as well as the sponsoring market maker at risk for enforcement action.

FINRA l Market Maker l Shareholder Requirements
The private company seeking to go public must have enough shareholders to demonstrate an active trading market can be established. This means that prior to filing a Form 211 the company should have at least 30 or more non-affiliate shareholders that paid cash consideration for their shares, and have owned those shares for at least 12 months. The private company seeking to go public should have at least 1 million shares outstanding, of which at least 250,000 are free trading shares.

How Verified Liability Insurance Attracts Contractors

If you are a small information technology (IT) business and finding it hard to get contractors to work with your company, maybe you are overlooking the importance of verified liability insurance. Having business insurance can really add a level of professionalism and ease tension when getting work from outside contractors.

Let Them Know You Trust Their Abilities

Let's face it, no one wants to work for a small IT company if they don't respect their workers and offer coverage in dangerous or risky situations. Professional liability insurance makes contractors more comfortable because their skills are backed up by your company's coverage. You basically instill confidence in contractors when you offer professional liability insurance.

Have Control of Any Detrimental Situation

In addition, if you hire a contractor, you both want to make sure things run smoothly. If something goes wrong, though, you want things to be under control. If the contractor looses client information or data, doesn't show up, or there's a system failure, your professional liability insurance will put all three parties (you, the contractor, and the client) at ease. It's the perfect solution.

Verified Liability Insurance Eases Contractors By:

o Instilling confidence in their work

o Protecting them and you from injury or unsatisfactory service/product

o Adding comfort for all parties involved

o Building stronger trust between you and the contractor

o Ensuring the project will run smoothly

o Proving that your business is professional

Overview of General Liability Insurance

Most companies will find a general liability insurance package that lines up with their business operations. If you are a small IT business without many risky scenarios, general liability insurance is probably a great money-saving option. It will cover most accidents and, most importantly, cover destruction or theft to your computer's software and hardware. General liability insurance covers almost everything related to bodily injury, property damage, products-completed operations, fire or explosion damage, and legal defense costs. There are also a ton of other options that usually come with general liability insurance.

Add Professional Liability Insurance to the Mix

While general liability insurance covers mostly physical damage or injury, professional liability insurance will cover you if a client claims financial loss due to your service or product. This is extremely important for your business if you are contracting work out. You never know when a little slip up will cause a catastrophe for your client. Get assistance from a professional broker to find a good insurance rate for your specific business. There are a wide range of options, so invest your time and money in finding the appropriate professional liability insurance to suit your specific needs.

Show Off Your Business's Professionalism

A sense of professionalism really adds trust and will make your relationship with the contractor much stronger. Business insurance really proves that you are an honest business owner. If you can prove to contractors that you mean business and want to make sure all parties are covered in messy situations, they will be much more willing to work with you.

Make Negotiations Run Smoothly

Negotiations will also move along much quicker without conflict. There's nothing worse than getting close to an agreement and then it falling through at the last minute, leaving you without a contractor. With liability insurance backing you up, it's much more likely that you will reach an easy agreement with the contractor.

So start building your contractor relationships today and find insurance that will suit you and your company.

Getting Urgent Financial Help Is As Easy As 1-2-3

Life does not always feel as nice walk aside seashore on a good sunny day. It occasionally challenges us with thunderstorms, such as family emergencies, health issues, to name a few. Most of us are usually unprepared for unforeseen events like this, both morally and financially. In most cases, such emergencies require some cash, while some people may not have it handy. In an urgent need for funds, it may seem as there is no immediate financial solution. In fact, there is a good one: cash advance loans. While they have higher rates and shorter terms, compared to traditional lending products, they offer an unparallel advantage of getting cash fast and easy.

Why Go With Cash Advance Loan

Cash advance loans are a perfect solution for immediate financial needs. They are very simple to find, since most lenders offer them online. They are extremely easy to obtain, since they feature no credit check and easy approval with minimum documents needed, if any. They boast fast funding: the funds are available either immediately or within 24 hours. They are as close as an ATM machine, since, once approved, funds are typically wired to your bank account. No matter what your situation is, they are for you to help. Cash advance loans are especially helpful to people with bad credit, when traditional lenders are within no reach.

Getting a Cash Advance Loan Has Never Been Easier

You can say good-bye to your local check cashing vendors and pawn shops. There is no need to get from the couch, put your coat on, and step out the door. Internet technology has made it simple to apply and obtain a cash advance loan. In fact, the money is only few clicks away. Application process is done entirely online, at any hour of the day. Approvals are usually lightning fast and hassle-free. Once approved, however, there may be some verification needed. You will have to have documented proof of identity, income, and banking information.

Therefore, make sure to get your ID, paystubs, and checkbook ready. Once all the paperwork is in place, the loan proceeds are typically wired to the borrower’s bank account. Some lenders also offer alternative funds delivery options, such as money transfers and local cash pickups. Paying loan back is also worry-free, since the loan payments are usually withdrawn from the borrower’s checking or savings account.

Cash Advance Loans Are Great When Used Right

While lenders usually do not ask borrowers what the loan proceeds are going to be used for, it is important to understand that cash advance loans are designed for emergency uses, when no other financial help is available, or when it is within a long reach. They are an excellent tool to help with late bills, medical issues, and bank overdrafts. They are not designed, though, for purchasing a car, funding a wedding, or remodeling a house. Due to higher rates and shorter terms, cash advance loans are not suitable for long-term borrowing needs. Should such need arise, alternative financing options should be researched, such as personal loans, home improvement loans, or car loans.

A Painting Within a Painting: Hidden Messages in Dutch Art

Due to the wealth and prosperity of the Netherlands in the 17th century, there were now hundreds of painters creating works for private homes.  Artists and art galleries flourished during what is now known as the Dutch Golden Age.  Genre themes, or scenes of everyday life, were very popular at that time.  When we look at these works today we see paintings with people engaged in a variety of routine activities.

However there is more than meets the eye in most Dutch genre paintings.  Often rather than portraying common activities, genre paintings contained moralizing messages or were allegories of virtue or vice.

Contemporary 17th century viewers would have recognized many levels of symbolism, including the meaning in the painting within a painting.  Let's look at some examples of Dutch genre paintings that have small works of art in the background to better understand their variety of meanings.

The Love Letter, Vermeer, 1669, Rijksmuseum


One common example are love letter paintings, they were a popular theme because due to foreign trade and the Eighty Years War many Dutch men were sent away from home.  This was a genre scene that has many incarnations, typically when we see a woman who is receiving or reading a letter we know it is meant to be a love letter.  What is the message inside? Clues are typically given to the viewer in the painting within a painting.  There are two paintings within the above work by Vermeer.  The top painting shows a man along a road which lets us know that the woman is receiving a letter from someone, likely a fiancé or husband, who is on a journey.

A ship at sea was a common metaphor for love and that is the subject in the botttom painting.  What is going on with the ship gives the viewer a clue as to what is in the letter.  Is the ship on a calm sea? Then all is well and the reader will be getting good news.  Is the ship on a stormy sea? This may mean the reader is receiving some troubling information.  In the Vermeer the ship is on a calm sea, but clouds are rolling in.



Gabriel Metsu created these two works to hang together as companion pieces.  In the first a young man is writing a letter and in the second a young woman is reading a letter.  The viewer is meant to understand he is writing a love letter to her, though their exact relationship to one another isn't known.

We can understand by his surroundings that he is traveling, there is a large globe that sits in the corner of the room behind the open window and an oriental carpet is being used as a tablecloth.  The painting on his wall is a pastoral landscape. 

In the other painting we understand with the inclusion of the little dog that the woman is being faithful, in the foreground there is a tiny thimble which lets the viewer know that she was so excited to get her letter she jumped up in the middle of her needlework.

As the woman reads her letter, her maid pulls back a curtain over a framed painting to reveal two ships on stormy seas.  Due to the fact that Metsu shows us that the man is fine and that he created these two works to be hung together, the rough seas would likely be a symbol for the turbulent nature of love, especially when spent apart from a loved one, rather than a symbol of bad news.

The Slippers, Samuel van Hoogstraten, 1654-62, (Louvre)

Another type of genre painting which commonly used a painting within a painting were those with a moralizing message.  We can see an example of this in the van Hoogstraten work known as The Slippers.  At first glance the viewer sees a quiet interior setting with two slippers in the foreground.  On closer examination the work is an allegory of lust and temptation.  The slippers are not a set, there is one man’s and one woman’s.  A broom in the foreground has been left to the side as if to suggest that the woman who was cleaning and a man are in the bedroom together.  The painting within the painting here, the Father Admonishing his Daughter by Netscher (a variation on a well known work by ter Borch) was actually a painting that takes place in a brothel. The contemporary viewer would have taken note of this and immediately understood the allegorical message.

The Doctor's Visit, Jan Steen, 1665
Museum Boijmans Van Beuningen (Rotterdam)


In the same vein of allegories of lust are the many versions of The Doctor's Visit, painter Jan Steen in particular created a number of these.  A doctor's visit genre painting typically shows a young woman being visited by the doctor (often shown as a quack) and contains clues that she isn't sick, but rather is pregnant.

In this particular painting everyone but the young woman seems to know this and to be laughing about it.  To give an added clue here the painting above contains two embracing lovers.  The paper on the floor states, "No medicine is of use, for it is lovesickness."
 

Other versions of messages within paintings contained religious themes. During this time the Netherlands was strongly Protestant and religious works were no longer being painted or hanging in churches.  However religious imagery can be found in many of the paintings within a painting, which is interesting in genre scenes as it would be very uncommon to find these within the average home.

In Vermeer's well known work Woman Holding a Balance, the woman in the painting is dressed in the finest clothing and is surrounded by a variety of expensive jewelry and pearls.  She holds up a small empty balance scale, perhaps to weigh some of her jewelry.  This genre scene takes on an entirely new meaning when the painting in the background is taken into consideration.  

Here we see the Last Judgment and the analogy can be made that Christ will be holding the ultimate balance, weighing the souls of the saved and the damned.  It is perhaps a reminder to the viewer that regardless of the riches you accumulate in life, it is important to take care to live a life of virtue and realize your immortal soul will ultimately have more weight than your possessions.

 
 The Sick Child, Gabriel Metsu, 1663, Rijksmuseum

In our final example we turn again to a Christian religious painting on the wall, this time it is a Crucifixion.  In Metsu's The Sick Child, a young mother holds her little child in her lap.  The child looks pale and unwell and slumps across the mother's legs, much like a modern version of the Pieta found in Italian Renaissance art.  Interesting to note too is the fact that the mother is dressed in a gray shirt, which would have been common, but has a blue skirt with a red undertunic.  At this time women would dress in simple colors in day to day activities, but the Virgin Mary is nearly always shown wearing a dress of royal blue (the color associated with her) with a red undertunic (red symbolizing the blood and Passion of Christ).

The fact that the mother is wearing these colors and that on the wall we have a picture of the Crucifixion of Christ lets the viewer know that Metsu is drawing a comparison between this mother and sick child and the Madonna and Christ.  But what message exactly is he sending the viewer?  He may be likening the sacrifices all mothers make to those of the Virgin Mary, or reassuring parents that she would know how it felt to be worried about your child.  Perhaps Metsu wants to remind viewers not to worry about things such as sick children since Christ has died to bring salvation to everyone.  The exact interpretation would likely have been more apparent to the contemporary viewer.

While the meanings of a painting within a painting vary, always make sure to take note of what the artist has chosen to embed in their paintings.  The subjects within these frames within frames always enhance the viewers understanding of a painting. 
 
 

The Unicorn Tapestries

Elaborate woven tapestries were a common art form during the period of late Medieval and the Renaissance.  Tapestries served the dual purpose of adding warmth to a room and providing beautiful decorations.  Biblical or historic themes were common and often tapestries would be created in a cycle of 4-10 works telling a story.  They were hand-stitched from threads of wool and silk, created in workshops throughout Europe.

The unicorn was seen as a symbol of Christ and was frequently shown in Medieval art.  There are several interesting examples of unicorn tapestries, this blog post will focus on one of the most famous unicorn tapestry cycles known as The Hunt of the Unicorn.

The Unicorn in Captivity (Cloisters Museum), 1495-1505

This seven tapestry cycle was likely created sometime between 1495-1505.  This cycle is displayed in the Cloisters Museum in New York, the branch of the Metropolitan Museum of Art dedicated entirely to Medieval Art.  The original patron and tapestry workshop is not known, but the dates can be deduced based on clothing styles of the figures.  It was probably created in Belgium (known at the time as Flanders).  Brussels in particular was known for its high quality tapestry construction around the turn of the 16th century.  

In the late 17th century the cycle was owned by French nobility living in Paris.  After the French Revolution the tapestries were taken down and used by peasants to keep warm and were found lying in a barn 70 years after the revolution.  Unfortunately during the years when they were outside they were damaged, faded and in the case of the fifth tapestry in the cycle, torn badly.  They were recovered in the 1850's by descendants of the French family that once owned them and despite their damage they are still quite well preserved. The Rockefeller family purchased them in the early 20th century and then later donated them to the museum where they hang today.

#1: The Hunters Enter the Woods (Cloisters Museum), 1495-1505
The cycle tells the story of a royal hunt of the unicorn and in these tapestries there are many symbolic ties between the unicorn and Christ.  The unicorn is seen in six of the seven tapestries but he is missing from the first one.  It is the start of the hunt with huntsman and hunting dogs out looking for the unicorn.  If you look carefully you will see the initials "A" and "E" hidden in each tapestry several times.  The "E" is backwards and one example can be seen in the tree between two hunters, others are found in the bottom corners. Notice the distinctive style of clothing worn by everyone in the tapestry.  Every part of the tapestry is filled and the forest floor contains dozens of types of plants and flowers.



#2: The Unicorn is Found(Cloisters Museum), 1495-1505

In the next tapestry the Unicorn is discovered as he dips his horn into the stream to purify the water.  A wide variety of animals wait by the side of the stream to drink out of it afterwards.  The animals include: a panther, a stag, a lion, a rabbit and even a hyena.  Rather than representing animals found in a typical French forest, each animal had its own symbolism.

At the very moment he is putting his horn into the water the unicorn is discovered by the hunters who all point to him.  This lovely tapestry is rather faded and the blue sky was added later after the cycle was recovered.  During the time that this was created the sky would have been replaced by something else such as more trees.  As we can see in the other tapestries, all areas were filled in with decoration and not left a solid flat areas of color.

#3: The Unicorn is Attacked (Cloisters Museum), 1495-1505

The recurring initials have led historians to think these tapestries may have been commissioned for a marriage.  Note that in this tapestry the letters "F" and "R" have been added to this particular work, but they appear to have been added later and not part of the original tapestry.  The viewer can also see different coats of arms on the collars of the hunting dogs which is likely an allusion to the family or families represented by the initials.  The "R" added later may stand for the La Rochefoucaulds, the French noble family who owned these works for a time.

The composition in the 3rd tapestry is quite similar to the 2nd, the unicorn is in the center by the stream and surrounded by hunters, in the 2nd they all point to him and in the work above they all lunge at him with spears. As in the first two we can also note the use of vivid colors and dense foliage.


#4: The Unicorn Defends Itself (Cloisters Museum), 1495-1505

In the 4th tapestry the unicorn has been surrounded and is making an escape by giving a powerful kick, as he kicks outward his horn gouges one of the hunting dogs.  This two follows the compositional set up of the previous two works.  In the foreground a variety of animals continue to drink from the purified stream. 

There is also a #5: The Mystic Capture of the Unicorn, today this is badly torn and only fragments remain.  This is unfortunate as we don't know how the unicorn came to be captured.  In one strip of the tapestry the unicorn is with two women (only the hand of one remains).  The woman who strokes the unicorn is thought to be a maiden (virgin) due to the fact that she is shown in an enclosed garden which was a popular symbol of virginity.  As he is subdued it appears that the other woman is signalling to the hunters.  However since only pieces of this work are still intact that isn't known for certain.


#6: The Unicorn is Killed and Brought to the Castle(Cloisters Museum), 1495-1505

The killing of the unicorn is presented in a rather gruesome way.  If we are to follow the Christian symbolism of the unicorn in this tapestry cycle we can note the following: The unicorn is capable of purifying the water, the unicorn is tamed by a maiden (virgin) and killed violently.  However after he is dead, he is resurrected in the last tapestry.


#7: The Unicorn in Captivity (Cloisters Museum), 1495-1505


The subdued and resurrected unicorn sits within another small enclosure in the final tapestry in this series.  In addition to the Christian symbolism there are also symbols that could reflect that the "maiden" has in fact subdued a bachelor by marrying him, another reason that historians think this was commissioned for a wedding.

Flowers each had their own symbolic meaning and several in this would also tie into a matrimonial theme; for example the lily for faithfulness and the carnation for marriage.  The Metropolitan Museum of Art website says of this work:

"The Unicorn in Captivity may have been created as a single image rather than part of a series. In this instance, the unicorn probably represents the beloved tamed. He is tethered to a tree and constrained by a fence, but the chain is not secure and the fence is low enough to leap over. The unicorn could escape if he wished but clearly his confinement is a happy one, to which the ripe, seed-laden pomegranates in the tree—a medieval symbol of fertility and marriage—testify. The red stains on his flank do not appear to be blood, as there are no visible wounds like those in the hunting series; rather, they represent juice dripping from the bursting pomegranates above."*


*"Unicorn in Captivity, The [South Netherlandish] (37.80.6)". In Heilbrunn Timeline of Art History. New York: The Metropolitan Museum of Art, 2000–. http://www.metmuseum.org/toah/works-of-art/37.80.6 (October 2006)  


 

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Jusepe de Ribera's Classical Subjects


Jusepe de Ribera was a Spanish Baroque painter who worked in Naples (under Spanish rule since the 15th century) for most of his career.  After his move to Naples around 1620 he was known as Lo Spagnoletto (the little Spaniard) and followed in the Caravaggisti manner of painting, which meant that the Italian painter Caravaggio had an enormous impact on his style.  Caravaggio painted with extreme darks and lights in a style known as tenebrism, and was known for painting subjects taken from life who were never shown as idealized figures.  Caravaggio lived in Naples for a brief time in the early 17th century and after his stay much of Neapolitan painting followed his lead in both style and subject matter.

Ribera took Caravaggio's techniques a step further and became well known for portraying figures in an extremely naturalistic style.  Rather than idealizing his models Ribera focused on things such as wrinkles, sagging flesh or grotesque figures.  He was influenced also by Caravaggio's use of tenebrism; painting compositions with dark backgrounds and a strong contrast between light and dark. Ribera always created figures that were highly individualized, such as his portrait representing the Greek mathematician Archimedes. 

 Archimedes, Jusepe de Ribera, 1630, Museo del Prado, Madrid


As we can see in a detail of this painting below, Ribera emphasizes every deep wrinkle in the face of the older model that he uses for Archimedes.  He was less interested in painting the idealized faces associated with the Italian Renaissance and instead was interested in his sitter's character, personality and individuality.

A
 detail of Archimedes, Jusepe de Ribera, 1630

While he painted many Biblical scenes and Catholic saints, Ribera was also the first Spanish painter to take up subjects derived from classical mythology such as his Drunken Silenus (below) and Apollo Flaying Marsyas (not shown) among others.


Drunken Silenus, Jusepe de Ribera, 1626, Museo Nazionale de Capodimonte, Naples


The Drunken Silenus was one of Ribera's first signed and dated works and is characteristic of his early style in the manner of Caravaggio.  In Greek mythology Silenus was the son of Pan and the foster father of Bacchus.  Both Bacchus and Silenus are known for their enjoyment of wine and merriment.  However unlike the regal god Bacchus, Silenus is shown as someone to be loathed or pitied and could be used as an allegory for gluttony.  

In mythology Bacchus granted the king Midas the wish to turn objects to gold after Midas treated his drunken foster father Silenus with kindness.  In Ribera's painting the obese Silenus is shown nude and is surrounded by figures with grotesque features.

 Ixion, Jusepe de Ribera, 1630, Museo del Prado, Madrid


Another example of Ribera's classical subject is in his work Ixion.  In Greek mythology, Ixion spawned the centaurs.  After Ixion tried to seduce Juno (the Queen of the Gods), his punishment was to be tied to a wheel and be turned for eternity. In this painting a cruel looking Satyr has just chained Ixion to the wheel.  As in Drunken Silenus  and Apollo Flaying Marsyas  Ribera paints every detail of these gruesome scenes and creates a compelling image filled with drama.  Here (as in his other work Titus) the main figures are shown being turned upside down which adds to the dramatic feeling of the overall composition.

While best known for his powerful religious paintings created in Catholic Italy and Spain after the Counter-Reformation, the viewer can see that the Classical themes of Jusepe de Ribera are every bit as emotional and dynamic.

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