On July 2, 2020, the Securities and Exchange Commission (the “SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to extend its waiver of the shareholder approval requirements set forth in Section 312.03 of the NYSE Listed Company Manual through September 30, 2020.  As we previously blogged, the SEC initially approved the

On May 14, 2020, the Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, a rule filing from the New York Stock Exchange (“NYSE”) granting temporary relief from the shareholder approval requirements under Section 312.03 and 303A.08 through June 30, 2020.  The relief is made available to any NYSE-listed company that would incur a material

The New York Stock Exchange has filed with the SEC a proposed rule filing to provide for temporary relief through June 30, 2020 from the application of certain shareholder approval requirements under Section 312.03 and 303A.08.  The proposed rules would provide NYSE-listed companies that have been negatively impacted by COVID-19 and that would like to

PLI Webinar
May 20, 2020
3:00pm – 4:00pm EDT
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The Securities and Exchange Commission approved a rule filing from Nasdaq granting temporary relief from the shareholder approval requirements in respect of certain transactions. Nasdaq has adopted Listing Rule 5336T, which provides for limited relief from Nasdaq Listing Rule 5635(d)

On May 4, 2020, the Securities and Exchange Commission approved a rule filing from Nasdaq granting temporary relief from the shareholder approval requirements in respect of certain transactions.  Nasdaq has adopted Listing Rule 5336T, which provides for limited relief from Nasdaq Listing Rule 5635(d) (“transactions other than public offerings”) and under certain limited circumstances a

On April 6, 2020, the Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the proposal filed by the New York Stock Exchange (“NYSE”) with the Commission on April 3, 2020 to waive certain shareholder approval requirements set forth in Section 312.03 of the NYSE Listed Company Manual through June 30, 2020.

As we previously

March 26, 2020
4:30 – 5:15 PM ET
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Many companies may be considering capital-raising transactions, including a private placement or PIPE transaction.  Your transaction will be affected by the requirements of the securities exchanges to seek shareholder approval in certain circumstances.

During this webcast, we will address:

  • Change of control issues;
  • Stock sales

On October 31, 2018, the NYSE filed a proposed amendment to the Listed Company Manual to modify the price requirements for purposes of determining whether shareholder approval is required for certain issuances of securities.  These proposed amendments mirror the recent Nasdaq changes.  The new NYSE rule would replace the “market value” test with a

As we previously blogged, The Nasdaq Stock Market filed with the Securities and Exchange Commission an amendment to its shareholder vote rule, often referred to as the 20% rule.  The amendment was recently approved by the Commission.  The amendments eliminate “book value” in the determination of what constitutes a dilutive transaction.  Shareholder approval is