Capital Markets & Securities Law Watch
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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.
February 29, 2024
|8 min read
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.”
January 25, 2022
|2 min read
Changes Ahead: New Proposals to the Nasdaq Primary Direct Listings Rule
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 an underwriter. The rule allows direct listings with a capital raise (DLCRs). Following the SEC’s approval, there was discussion over whether more consideration should be given to the pricing range limitation mechanism associated with DLCRs. In December 2021, the SEC announced an amendment to the proposed rule change, with the aim of addressing the concerns surrounding Listing Rule IM-5315-2 and more clearly aligning the rule with existing SEC rules.
December 9, 2021
|8 min read
Open Your Books or Be Delisted: SEC Finalizes Rules for Non–PCAOB Compliant Foreign Companies
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).
August 11, 2021
|1 min read
SEC Approves New Nasdaq Board Diversity Requirements
On August 6, 2021, the Securities and Exchange Commission (SEC) approved a Nasdaq proposal to amend its listing rules intended to increase diversity on corporate boards of directors.
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.
December 3, 2020
|2 min read
Nasdaq Proposes to Add Board Diversity Disclosure to Listing Requirements
On December 1, 2020, the Nasdaq Stock Market LLC (Nasdaq) filed a proposal with the Securities and Exchange Commission (SEC) to adopt new listing rules related to board diversity and disclosure.
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.
April 24, 2020
|4 min read
Nasdaq and NYSE Provide Temporary Price-Based Continued Listing Requirement Relief
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).
April 10, 2020
|3 min read
NYSE and Nasdaq Address COVID-19 by Relaxing Listing Standards
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.