Capital Markets & Securities Law Watch

The New York Stock Exchange recently proposed changes to its Listed Company Manual to clarify how its domestic and international standards for initial listing of common equity securities apply to foreign private issuers.

On August 20, 2024, the U.S. Securities and Exchange Commission (SEC) announced an increase to the registration fee payable in connection with a public offering of securities.

The SEC has recently commented on the NYSE’s proposed rule to provide SPACs up to an additional six months to complete a business combination if the SPAC has entered into a definitive business combination agreement within 36 months of initial listing. In this post, we discuss both the NYSE’s proposed rule and the SEC’s concerns. Continue to follow Winston for more info and insights.

On April 11, 2024, the New York Stock Exchange (NYSE) filed a proposed rule change with the Securities and Exchange Commission, proposing a new subsection of Rule 123D that alters the rules governing the halting and resumption of trading in a security undergoing a reverse stock split. 

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.”

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.

As discussed in prior blog posts, on June 9, 2023, the Securities and Exchange Commission (the SEC) approved listing standards promulgated by the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq) regarding the recovery of erroneously awarded incentive-based compensation, referred to as “clawbacks.” 

On January 31, 2024, the New York Stock Exchange (the NYSE or the Exchange) issued its annual Listed Company Compliance Guidance Memo for 2024 (the Memo). The Memo describes new rules and important reminders for all NYSE-listed companies, with any rule or policy distinctions for domestic versus foreign private issuers (FPIs) identified within.

On December 2, 2021, the Securities and Exchange Commission (the SEC) announced new final rules implementing the submission and disclosure requirements of the Holding Foreign Companies Accountable Act (the HFCAA) enacted in December 2020. The final rules apply to companies that the SEC identifies as having filed an annual report with an audit report issued by a registered public-accounting firm that is located in a foreign jurisdiction and that the Public Company Accounting Oversight Board (the PCAOB) is unable to inspect or investigate (such companies, Commission-Identified Issuers).

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.

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.

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.

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.

On July 2, 2020, the Securities and Exchange Commission (SEC) extended the New York Stock Exchange’s (NYSE) temporary relief on shareholder-approval requirements for listed companies from June 30, 2020, to September 30, 2020.

U.S. and global market conditions have experienced market-wide declines as a result of the COVID-19 pandemic. In light of these unprecedented circumstances, many companies are struggling to remain in compliance with the price-based continued listing standards of the New York Stock Exchange (the NYSE) and The Nasdaq Stock Market LLC (Nasdaq).

In response to the economic fallout of COVID-19, the New York Stock Exchange (NYSE) and Nasdaq are issuing new proposals and guidance to listed companies.