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:
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
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
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
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
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
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.
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The US Securities and Exchange Commission (SEC) adopted Rule 10D-1 in October 2022, 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 incentive-based executive compensation. The SEC required the exchanges
On January 17, 2023, the annual NYSE Guidance Memo and NYSE American Guidance Memo (each, a “Guidance Memo” and collectively, the “Guidance Memos”) were released. The Guidance Memos highlighted policies significant and applicable to all NYSE-listed and NYSE American-listed companies. Policies mentioned included those related to: (i) the timely alert and material news policies, including
On December 15, 2022, the New York Stock Exchange (“NYSE”) received approval from the Securities and Exchange Commission (“SEC”) to modify certain pricing limitations for companies undertaking a direct listing involving sales of company shares in the opening auction on the first day of trading on the NYSE. The approval and related conditions are consistent