On January 11, 2013, the SEC approved a proposed amendment to the listed company manual (the "manual") of the NYSE that will provide a uniform method of notifying the NYSE of matters or events where timely notification is essential to the ability of investors to arrange to be holders of a security by a certain date for a distribution or shareholder meeting. These matters or events include:
-
closing of transfer books, notice of dividend action or action relating to a stock distribution
-
meetings of shareholders and notice of the fixing of a date for the taking of a record of shareholders or for the closing of transfer books
-
redemption of listed securities
-
notice of corporate action which will result in, or which looks toward, either the partial or full call for redemption of a listed security
-
notice of dates set in connection with the calling of any meeting of shareholders
-
notice by transfer agents of the number of shares outstanding at the end of each calendar quarter
Currently, the manual contains sections governing the notice that listed companies are required to provide the NYSE in case of each of these events; however, these sections set forth either different or no precise method for providing such notice. The amendments to the manual will create a uniform, Web-based communication system for providing such required notice using either a Web portal or email address specified by the NYSE in a prominent position on its website.
In emergency situations, listed companies may provide notifications required by telephone and confirmed by facsimile, as specified by the NYSE on its website. These emergency situations may include lack of computer or Internet access, technical problems at the NYSE or the listed company, or incompatibility between the NYSE and company systems. In cases where a material event or a statement dealing with a rumor which calls for immediate release is made shortly before the opening or during market hours, companies must notify the NYSE using the telephone alert procedures set forth in Section 202.06(B) of the manual. Lastly, the amendment to the manual clarifies that for the remaining notification provisions in the manual that do not direct companies specifically to follow the revised notification methods, companies may use the methods provided for in Section 204.00 of the manual or any other reasonable method.
The SEC release approving the changes to the manual can be found here: http://www.sec.gov/rules/sro/nyse/2013/34-68635.pdf
