Capital Markets & Securities Law Watch
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May 6, 2024
|2 min read
The NYSE Proposes Rule Allowing It To Delist Companies That Change Their Primary Business Focus
On April 17, 2024, the New York Stock Exchange (NYSE) proposed a rule that, if adopted by the U.S. Securities and Exchange Commission (SEC), would amend Section 802.01D of the NYSE Listed Company Manual to provide the NYSE with discretionary authority to commence immediate suspension and delisting proceedings for a listed company that has “changed its primary business focus to a new area of business that is substantially different from the business it was engaged in at the time of its original listing or which was immaterial to its operations at the time of its original listing.”
April 22, 2024
|2 min read
The NYSE Proposes Rule Providing SPACs Additional Time to Close Deals Before Delisting
Under its current rule, the New York Stock Exchange (NYSE) commences delisting procedures against a listed special purpose acquisition company (SPAC) if it fails to complete a business combination within 36 months of its initial listing date, regardless of whether it has entered into a definitive agreement for a business combination.
March 6, 2024
|7 min read
SEC Adopts Final Climate-Related Disclosure Rules
On March 6, 2024, the US Securities and Exchange Commission (SEC or Commission) announced the adoption of final rules requiring registrants – both domestic companies and foreign private issuers (FPIs) – to include climate-related information in their registration statements and annual reports.
February 13, 2024
|12 min read
SEC Officials and Others Gather at 2024 Northwestern Securities Regulation Institute
The Northwestern Pritzker School of Law hosted its 51stannual Securities Regulation Institute from January 22, 2024 to January 24, 2024 in Coronado, California. Various practitioners and professionals from the U.S. Securities and Exchange Commission (SEC), law firms, academic institutions, accounting firms and SEC reporting companies participated in the conference. Winston & Strawn LLP was a sponsor of the event. Below is a summary of key takeaways from the conference.
September 13, 2022
|1 min read
2023 SEC Filing Deadline and Financial Statement Staleness Calendars
We are pleased to provide you with our 2023 SEC Filing Deadline Calendar and Financial Statement Staleness Calendars.
October 25, 2021
|1 min read
2022 SEC Filing Deadline and Financial Statement Staleness Calendars
We are pleased to provide you with our 2022 SEC Filing Deadline Calendar and Financial Statement Staleness Calendars.
September 24, 2021
|7 min read
The Stock Exchange of Hong Kong Issues Consulting Paper on SPAC Listings
On September 17, 2021, the Stock Exchange of Hong Kong (HKEX) published a consultation paper on Special Purpose Acquisition Companies (SPACs) outlining the proposed SPAC listing regime and seeking public feedback.
September 16, 2021
|4 min read
SEC’s Investor Advisory Committee Recommends Enhanced Scrutiny of SPAC Disclosure
On September 9, 2021, the Investor Advisory Committee (IAC) of the Securities and Exchange Commission (SEC) unanimously approved in an open meeting the IAC’s recommendation that the SEC regulate special purpose acquisition companies (SPACs) “more intensely by exercising enhanced focus and stricter enforcement of existing disclosure rules.”
July 30, 2021
|4 min read
Potential Impacts of New Chinese Opinions for Overseas Listings
On July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council of the People's Republic of China jointly issued “Opinions on Strictly Cracking Down on Illegal Securities Activities in accordance with the Law” (Opinions) signaling that the country will step up its supervision of domestic firms listed both onshore and offshore.
June 16, 2021
|5 min read
SEC Greenlights Nasdaq Primary Direct Listings
On May 19, 2021, the Securities and Exchange Commission (SEC) approved the Nasdaq Stock Market LLC’s (Nasdaq) proposal to allow companies to directly list their equity securities on the exchange without a traditional underwritten offering.
December 30, 2020
|4 min read
SEC Approves NYSE Rule Change to Allow Capital Raise with Direct Listings
On December 22, 2020, the Securities and Exchange Commission (the SEC) approved the New York Stock Exchange’s (the NYSE) proposal to allow private companies to conduct a primary registered offering as part of a direct listing on the NYSE without conducting a firm commitment underwritten offering (a Primary Direct Floor Listing). Capital Markets & Securities Law Watch previously discussed the NYSE’s proposal on September 1, 2020.
September 1, 2020
|4 min read
SEC Approves NYSE’s Direct Listing “Plus” – Immediate Resales AND New Capital
On August 26, 2020, the Securities and Exchange Commission (SEC) approved the New York Stock Exchange’s (NYSE or the Exchange) proposal to allow private companies to issue shares through direct listings on the Exchange rather than conducting a traditional initial public offering (IPO). This blog post discusses the approved NYSE proposal and its implications.
June 18, 2020
|2 min read
U.S. Government Support Grows for Nasdaq’s Compliance Proposals for Chinese Companies
Following our recent post on Nasdaq’s proposed rules intended to impose stricter requirements on companies looking to go public or be listed on Nasdaq that have their businesses principally administered in certain jurisdictions defined by Nasdaq as “Restrictive Markets” (including China) or whose auditors’ qualifications raise concerns and the Senate’s recently passed bill to delist companies that have not had PCAOB inspections of their auditors for three consecutive years, the White House, the Secretary of State, and the Chairman of the SEC have taken actions or released statements in support of the goals of these proposals.
May 28, 2020
|6 min read
Nasdaq Proposes Fortifying Listing Rules, Potentially Curbing Listings of Chinese Companies
In May 2020, Nasdaq filed three proposals with the Securities and Exchange Commission (SEC) intended to address concerns about companies that have their businesses principally administered in certain jurisdictions defined by Nasdaq as “Restrictive Markets” (including China) looking to go public or become listed on Nasdaq. The proposals relate to auditors, initial listing criteria for foreign companies, and management’s qualifications.
March 25, 2020
|3 min read
Delaware Supreme Court: Federal Forum Selection Provisions for Securities Act Claims Are Valid
On March 18, 2020, the Delaware Supreme Court, reversing a December 2018 decision of the Delaware Court of Chancery, held that Delaware corporations may adopt federal forum selection charter provisions that require stockholders to bring all suits asserting violations of the Securities Act of 1933 (the Securities Act) in federal court.