Syndicate Legal Advisory Services prepares the complete legal documentation package required to apply for an initial listing of a company’s securities on Cboe BZX Exchange, Inc., the U.S. equities listing venue of Cboe Global Markets. Working alongside the company’s management, independent auditors, and investment bankers, we draft, assemble, and organize every document the Exchange and the SEC require — for a primary listing, a dual listing alongside an existing NYSE or Nasdaq listing, or a transfer from another exchange — so the application is submitted complete, internally consistent, and ready for review.
Scope of work includes:
Pre-application analysis — written assessment of the company against the applicable Cboe BZX corporate listing standards (Tier I under Rule 14.8 or Tier II under Rule 14.9), covering stockholders’ equity, market value of publicly held shares, bid price, round-lot holders, operating history, and the alternative income, equity, and market-value tests, with a gap memo identifying the achievable tier and what must be addressed before filing.
Cboe listing application package — preparation of the Cboe Listing Application, Listing Agreement, and all supporting exhibits, including the shareholder distribution schedule, DTC eligibility documentation, transfer agent confirmations, and the listing fee schedule acknowledgment, submitted through Cboe Listings.
SEC registration documents — drafting and coordination of the Form 8-A (Exchange Act Section 12(b) registration) naming Cboe BZX as the exchange; for a company going public concurrently, the Form S-1 or Form F-1 registration statement and related prospectus disclosure; for a dual listing, the supplemental Form 8-A and conforming amendments to existing Exchange Act filings.
Corporate governance documents — amended and restated charter and bylaws conforming to Cboe BZX Rule 14.10 corporate governance requirements; board and committee charters (audit, compensation, nominating); director independence questionnaires and determinations; code of conduct; corporate governance guidelines; related-party transaction, insider trading, clawback, and Regulation FD policies; and documentation supporting any phase-in, controlled-company, or foreign-private-issuer accommodation relied upon.
Board and shareholder authorizations — board resolutions and consents approving the listing, the Exchange Act registration (or dual registration), and the governance framework; shareholder approvals where required under Rule 14.10(i) for equity compensation plans, acquisitions, changes of control, and 20% issuances.
Officer and director compliance filings — Section 16 reports (Forms 3, 4, and 5), Schedule 13D/13G coordination, and Section 16 and insider-reporting compliance procedures.
Certifications and notifications — Sarbanes-Oxley Sections 302 and 906 certifications, the Cboe corporate governance certification, and templates for notification of additional share issuances and material corporate changes required under the Rule 14 series.
Exchange correspondence — preparation of responses to Cboe Listings staff comment letters, including any deficiency, compliance-plan, or hearing submissions, and SEC Division of Corporation Finance comments on registration documents.
Dual-listing and transfer coordination — for companies maintaining a primary listing elsewhere, reconciliation of the two exchanges’ governance and notification requirements into a single compliance framework; for transfers, preparation of the delisting notice and Form 25 coordination with the departing exchange.
Post-listing compliance toolkit — a calendar and template set for ongoing Cboe BZX and Exchange Act reporting obligations (Forms 10-K, 10-Q, 8-K, proxy statement, annual certification, and continued-listing monitoring), delivered at closing.
Deliverable: a fully assembled, indexed listing application binder (electronic and hard copy) with a filing checklist and a reviewer-ready version of each document for execution by the company.
Engagement structure: flat-fee document preparation, scoped by listing track (IPO, direct listing, uplisting from OTC Markets, dual listing, or transfer from another exchange), with milestone billing tied to the pre-application memo, draft package, and final submission.