On February 12, 2025, the New York Stock Exchange (NYSE) announced plans to launch NYSE Texas, a fully electronic equities exchange based in Dallas, Texas, through the reincorporation and renaming of NYSE Chicago. This announcement comes on the heels of the late 2024 announcement of a prospective competitor to the NYSE by the Texas Stock
NYSE Adopts New Reverse Stock Split Rules
In January 2025, The New York Stock Exchange (NYSE) adopted an amendment (the “Amendment”) to the reverse stock split rules and procedures in Section 802.01C of the NYSE Listed Company Manual (the “NYSE Manual”). The amendment provides that (i) a listed company that falls below the price criteria (defined below) will not be eligible for
FINRA Provides Guidance on Timing Requirements under Certain Broker-Dealer Financial, Operational and Reporting Rules in the Event of an Unexpected Close of Securities Markets (January 9, 2025 National Day of Mourning in Honor of President Carter)
On December 31, 2024, the Financial Industry Regulatory Authority, Inc. (“FINRA”) issued Regulatory Notice 24-18 (“RN 24-18”) to provide updated guidance to members regarding Rules 15c3-1, 15c3-3 and 17a-5 under the Securities Exchange Act of 1934 (“SEA”), Rule 204 under Regulation SHO, FINRA Rules 4210, 4230(b), 4521 and 4524, and Regulation T of the Federal
NYSE Issues 2024 Listed Company Compliance Guidance Memo
The New York Stock Exchange (“NYSE”), through the NYSE Regulation staff, has issued its annual Listed Company Compliance Guidance Memo for 2024 (“Memo”), which informs NYSE-listed companies of new matters, including the following:
- Recovery of Erroneously Awarded Compensation. NYSE Listed Company Manual’s (“LCM”) Sections 303A.14 and 802.01F require listed companies to have in place
NYSE Receives Approval to Limit Reach of Shareholder Approval Rule
On December 26, 2023, the Securities and Exchange Commission (“SEC”) approved an amended proposal submitted by the New York Stock Exchange (“NYSE”) that narrows the scope of the NYSE’s shareholder approval requirement for a transaction involving the sale of securities to a substantial securityholder. NYSE Rule 312.03(b)(i) requires a listed company to obtain shareholder approval
Waivers of Code of Conduct for Nasdaq Listed Companies
On September 5, 2023, the Securities and Exchange Commission (the “SEC”) posted and declared effective a Nasdaq rule proposal modifying requirements related to a waiver of the code of conduct in Listing Rules 5610 and IM-5610. The new rules allow committees of a company’s board of directors to approve waivers of the code of conduct
Enforcement of Dodd-Frank Clawback Policies Under Foreign Law
In October 2022, the SEC adopted Rule 10D-1, directing national securities exchanges to establish listing standards that prohibit the listing of any security of a company that does not adopt and implement a written policy requiring the recovery, or “clawback,” of certain erroneously paid incentive-based executive compensation. In this Legal Update, we discuss the application
SEC Approves Dodd-Frank Clawback Listing Standards with October 2, 2023 Effective Date
On June 9, 2023, the US Securities and Exchange Commission (“SEC”) approved the clawback listing standards proposed by the New York Stock Exchange (“NYSE”) and The Nasdaq Stock Market (“Nasdaq”), each as required by SEC Rule 10D-1 in accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Earlier in June 2023, both the
NYSE and NASDAQ Propose October 2, 2023 Effective Date to Clawback Listing Standards
On June 5, 2023, the New York Stock Exchange (“NYSE”) filed an amendment to its proposed Dodd-Frank clawback listing policy providing for an effective date of October 2, 2023. Similarly, on June 6, 2023, Nasdaq filed an amendment proposing an October 2, 2023 effective date for its Dodd-Frank clawback listing standards. If the US Securities
MB Microtalk: Changes to Direct Listing Rules
In this MB Microtalk video, Mayer Brown partner, Brian Hirshberg, discusses the recent amendments to each of the NYSE and the Nasdaq direct listing rules, which are designed to increase pricing flexibility and allow direct listings to be a more viable alternative for companies going forward.
Visit our MB Microtalk page for more topics