On February 22, 2021, Nasdaq amended the rule changes it initially proposed in September 2020 that would permit an issuer to conduct a concurrent primary offering of its securities and a direct listing on Nasdaq. In December 2020, the US Securities and Exchange Commission approved amendments to the New York Stock Exchange (“NYSE”) rules allowing
NYSE Rules
Direct Listings: A Challenge to Traditional IPOs?
March 2, 2021 Webinar
1:00 p.m. – 2:00 p.m. EST
Register here.
Direct listings are an alternative to the traditional IPO process and, lately, they have generated much attention. A U.S. or foreign-domiciled company may choose to register a class of its securities under the Securities Exchange Act of 1934 and list its stock…
SEC Solicits Comment on NYSE Proposed Changes to Shareholder Approval Rules
On December 16, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule change to certain of its shareholder approval requirements, which would bring the NYSE’s shareholder approval rules into closer alignment with those of Nasdaq. Last year, the NYSE temporarily waived certain requirements under Section 312 in order to provide listed companies with…
SEC Approves NYSE Plan to Allow Direct Listings with a Concurrent Primary Issuance
On December 22, 2020, the Securities and Exchange Commission (the “SEC”) approved the proposal submitted by the New York Stock Exchange (“NYSE”) that allows companies to conduct concurrent primary offerings as part of a direct listing on the exchange. The NYSE’s proposal had been put on hold since August, following the SEC’s receipt of a…
SEC Open Meeting Next Week
Next week, on December 16, 2020, at 10am ET, at an open meeting, which likely will be the last for Chair Clayton, the Securities and Exchange Commission will consider several interesting matters.
The SEC will consider final rules regarding resource extraction payment disclosures. This is a Dodd-Frank Act requirement pursuant to Section 1504. These rules…
Proposed Changes to NYSE Shareholder Approval Rules
On October 6, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule amendment in order to seek approval to amend certain of the shareholder approval requirements set forth in Section 312 of the NYSE Listed Company Manual. Paragraphs (b) and (c) of Section 312 require NYSE-listed companies to obtain shareholder approval prior to…
SEC Approves Further Extension of NYSE’s Relief from Shareholder Approval Rule
On September 28, 2020, the US Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to further extend its waiver of the shareholder approval requirements set forth in Section 312.03 of the NYSE Listed Company Manual through December 31, 2020. As we previously blogged, the SEC initially…
NYSE’s New Direct Listing Rule is Stayed
On August 31, 2020, the Securities and Exchange Commission (the “SEC”) notified the New York Stock Exchange (the “NYSE”) that it received a notice of intention to petition for review of the NYSE’s recently approved rule (see our prior post) that would allow companies to conduct limited primary sales concurrent with a direct listing. …
Issuers Permitted to Raise Capital in Direct Listings
On August 26, 2020, the Securities and Exchange Commission (the “SEC”) approved the proposal submitted by the New York Stock Exchange (“NYSE”) that allows companies to conduct concurrent primary offerings as part of a direct listing on that exchange. A company may issue new shares and sell them to the public on its first trading…
SEC Approves Extension of NYSE’s Temporary Relief from Shareholder Approval Rule
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…