Nasdaq

News & Analysis as of

Bridging the Week - February 2016 #2

Two Broker-Dealers to Pay US $154 Million to the State of NY and the SEC to Resolve Allegations of Wrongdoing by Their Dark Pools: Barclays Capital Inc. and Credit Suisse Securities settled allegations by the Securities and...more

NASDAQ Proposes Rule Requiring Disclosure of “Golden Leash” Arrangements

On January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements. “Golden leash”...more

Blog: SEC’s Investor Advisory Committee Takes On Nasdaq

At the January meeting of the SEC’s Investor Advisory Committee, two Nasdaq representatives made a presentation regarding the recent Solicitation of Comments by the Nasdaq Listing and Hearing Review Council, a standing...more

Review of the 2015 Global IPO Market

According to Renaissance Capital’s 2015 Annual Review of the Global IPO Market, a total of 310 IPOs were completed in 2015 raising $156.5 billion in proceeds. This is a 35% decrease from 2014’s figures, yet remains higher...more

Blog: Nasdaq Survey Of Corporate Interaction With Proxy Advisory Firms

Nasdaq and the U.S. Chamber of Commerce conducted a survey of public companies to gain insight into companies’ interactions with ISS and Glass Lewis, the two primary proxy advisory firms, with regard to the 2015 proxy season....more

Investor Advisory Committee Meeting

The SEC announced that the next meeting of the Investor Advisory Committee will be held on January 21, 2016. Among other things, the Committee will discuss the Financial Accounting Standards Board proposed amendments to the...more

Corporate Communicator - Winter 2016: 2016 Annual Meeting Season

Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more

Nasdaq Seeks to Permit Issuers to Regain Compliance Before Delisting for Failure to Hold Annual Meeting

Nasdaq has filed a rule proposal with the SEC to permit it to exercise discretion to grant an extension to regain compliance before delisting a company that fails to hold an annual meeting. In determining whether to grant a...more

Nasdaq Proposed Shareholder Approval Rules Update

Highlights - - Under NASDAQ rules, shareholder approval is required for the issuance of shares in connection with certain transactions. - NASDAQ announced that it is seeking public input on liberalizing the...more

The “20% Rule”

Over the years we have written a fair bit about Nasdaq’s (and other securities exchanges’) rules requiring shareholder approval in connection with certain private placements, change of control transactions, and financings in...more

Nasdaq Considering Changes to Its Shareholder Approval Rules

Broc Romanek of TheCorporateCounel.net noted in this blog that “Recently, Nasdaq solicited comment on its shareholder approval rules. It’s a broad – and general – request since the rules haven’t changed much in the 25 years...more

Blog: Nasdaq Issues Guidance Regarding Release Of Material News Around Market Close (Reposted)

On the heels of the NYSE rule amendment related to material news and trading halts (see this PubCo post ), as noted in thecorporatecounsel.net blog, Nasdaq has followed suit with this Issuer Alert. The Alert does not reflect...more

Defrauded Defendant Defenseless Against Investors: Ninth Circuit Imputes Scienter of Embezzling CEO to Corporation for 10b-5...

Malfeasance by a corporate insider against his company has the potential to leave a gaping wound. Facing a securities lawsuit due to that malfeasance is like salt in that wound. Corporations targeted with such lawsuits have...more

Inside M&A - October 2015

Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more

Industry Reports on 3Q U.S. IPO Market Activity

Renaissance Capital released its Fall 2015 US IPO Preview in early September, which reported that 131 IPOs were completed, raising $22 billion. The healthcare sector led the IPO market in number of offerings thanks to the...more

Governance & Securities Law Focus: Asia Edition, October 2015

In this newsletter, we provide a snapshot of the principal US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see full...more

NYSE Amends Rules for Release of Material News

Changes to Notification Requirements - Notifications During Pre-Market Hours. Currently, Rule 202.06 requires listed companies to notify the NYSE at least 10 minutes before they release material news “shortly before the...more

Applicability of 'Investment Purpose' Exemption to HSR Reportability Focuses on Intent of Equity Purchasers

If a purchaser’s goals shift to include influence on the business management or board composition of the target issuer, an HSR filing must be considered. The Federal Trade Commission (FTC or Commission) has once again...more

NYSE Expands Rules Related to Pre-Market Notification of Material News, Trading Halts and News Releases After Market Close

The NYSE has filed a proposed rule change that is immediately effective. The NYSE proposes to amend Section 202.06 of the Listed Company Manual to: - expand the pre-market hours during which listed companies are required...more

The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change To Adopt a Kill Switch for NOM

On August 20, NASDAQ filed a proposed rule change with the Securities and Exchange Commission, which seeks to amend Chapter VI, Section 6, entitled “Acceptance of Quotes and Orders,” of the rules governing the NASDAQ Options...more

Twitter and the (Alleged) $10 Million Tweet

As social media companies and businesses rely more heavily on their social media platforms to make important company announcements, state law claims asserting negligent misrepresentation or failure to adequately disclose...more

Dodd-Frank and Executive Compensation — Where Are We Now?

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more

Corporate and Financial Weekly Digest - Volume X, Issue 33

SEC/CORPORATE - SEC Decreases Registration Statement Filing Fees for Fiscal Year 2016 - On August 27, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

Bridging the Week - July 2015 #3

Et tu, CFE? CBOE Futures Proposes Amended Disruptive Practices Rules and New Related Policies and Procedures: CBOE Futures Exchange became the latest designated contract market to propose specific rules to ban disruptive...more

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