Nasdaq

News & Analysis as of

Really? Requiring Someone To Use Information “Fairly And Lawfully” Can Be Illegal?

Companies have lots of very good reasons for adopting codes of conduct. These reasons include: - Ensuring compliance with applicable exchange listing rules (e.g., NYSE Rule 303A.10 and NASDAQ Rule 5610); -...more

Swimming in the Deep End: A Primer on Dark Pools

“Dark pools of liquidity” have recently become the focus of increased regulatory scrutiny, including a number of high-profile enforcement actions related to these alternative trading systems. This increased scrutiny follows...more

Application of the European Market Infrastructure Regulation to Alternative Investment Fund Managers

European investment managers of non-UCITs funds will have to be authorised as an alternative investment fund manager (known as an “AIFM” under AIFMD) under the Alternative Investment Fund Managers Directive (“AIFMD”) from 22...more

Looking For The List Of OTC Margin Stocks? You’ll Find It In California’s New LLC Act

When originally enacted, the Securities Exchange Act of 1934 banned brokers and dealers from extending margin credit on over-the-counter (OTC) securities. This changed in 1969 when the Exchange Act was amended. The Federal...more

Silicon Valley Venture Survey - First Quarter 2014

We analyzed the terms of 156 venture financings closed in the first quarter of 2014 by companies headquartered in Silicon Valley. Overview of Fenwick & West Results - Valuation results in 1Q14 were very...more

American Icon Amends Stock Plan To Make It Section 25102(o) Eligible – Why?

Section 102 the National Securities Markets Improvement Act (which amended Section 18 of the Securities Act of 1933) deems securities listed (or authorized for listing) on the NYSE, the American Stock Exchange or the National...more

Allegations Of Collusion Among Financial Institutions—Where We’ve Been, Where We Are, What We’ve Learned

Over the last 15 years, financial institutions have paid billions of dollars to settle claims that they colluded with each other. Below, we discuss four separate matters, beginning with the Nasdaq spread cases in the late...more

Corporate & Tax E-Note - March 27, 2014

In This Issue: - High Court Considers Whether Corporations Can Lie to Investors - Nasdaq Enters Pre-IPO Market with Private Exchange - Many Early-Stage Start-Ups Still Struggle to Get Funding - Venture...more

Securities Update - March 2014

In December 2013, the Staff of the Securities and Exchange Commission’s Division of Corporation Finance issued to Congress its “Report on Review of Disclosure Requirements in Regulation S-K” (the S-K Study) that originally...more

NASDAQ Launches Marketplace for Private Companies

On March 5, NASDAQ announced the launch of its new capital marketplace for private companies, NASDAQ Private Market. Qualifying companies will be able to use NASDAQ Private Market’s platform to raise capital and control...more

Corporate and Financial Weekly Digest - Volume IX, Issue 11

In this issue: - NASDAQ Launches Marketplace for Private Companies - SEC Proposes Rules to Enhance Oversight of Clearing Agencies - FINRA Proposes to Amend Rules 2210 and 2214 - CME Group Exchanges...more

Deadline for Nasdaq Certification Requirement for Compensation Committee Independence and Change to Nasdaq Independence Rules

Certification Requirement - Companies listed on the Nasdaq Stock Market must certify that they have complied with Nasdaq's listing standards regarding compensation committees by the earlier of 30 days after their 2014...more

Delaware Corporate Law and Litigation: What Happened In 2013 And What It Means For You In 2014

DELAWARE’S LEADING ROLE IN BUSINESS AND BUSINESS LITIGATION - Delaware has long been known as the corporate capital of the world. It is the state of incorporation for 64 percent of the Fortune 500 and more than half of...more

Top Disclosure and Governance Tips for 2014

The proxy and annual reporting season is upon us and, as with other things, it is best to be prepared. Here are some thoughts for publicly traded companies to carry through the season and help plan for the remainder of the...more

Nasdaq Gets a Necessary Regulatory Approval For Private Market

In March 2013, Nasdaq and SharesPost announced Nasdaq Private Market (NPM), a joint venture intended to create a preeminent marketplace for private growth companies. The road to full regulatory approval has been long but in...more

"Will 2014 Be the ‘Year of the Foreign Private Issuer’?"

Experience in 2013 has shown that U.S. securities exchanges are once again becoming increasingly popular venues for listings by non-U.S. companies. The number of non-U.S. companies that conducted initial listings in the U.S....more

NASDAQ Amends Compensation Committee Independence Rules

Amendment eliminates prohibition on the receipt of compensatory fees and aligns NASDAQ listing rules with NYSE standards. On December 11, 2013, NASDAQ Stock Market LLC amended its listing standards relating to the...more

Finders Bill Finds Some Forward Transaction

Finders in securities transactions are common but their legal status is uncertain at best. Last year, I wrote that Assembly Member Donald P. Wagner had introduced a bill, AB 713, to statutorily homologate the status of...more

NYSE/NASDAQ Update

SEC APPROVES FINAL RULES ON COMPENSATION COMMITTEE LISTING STANDARDS - On January 11, 2013, the SEC approved the NYSE and NASDAQ listing standards implementing Exchange Act Rule 10C-1, which directs the exchanges to...more

Corporate Communicator - Winter 2014

2014 ANNUAL MEETING SEASON - Dear clients and friends, We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy...more

NASDAQ Amends Listing Standards to Remove Prohibition on Receipt of Compensatory Fees by Compensation Committee Members

On November 26, 2013, the NASDAQ Stock Market (“Nasdaq”) filed an amendment to its listing standards that eliminates the prohibition on the receipt of compensatory fees by compensation committee members. Nasdaq listing...more

Preparing for the 2014 Proxy Season

With the proxy and annual reporting season just around the corner, public companies need to be alert to this year’s regulatory developments. Below is a summary of current and anticipated changes that may impact reporting...more

Good Compensation Committee News from Nasdaq

The Nasdaq Stock Market recently amended its listing rules to loosen the test for compensation committee member independence. The old rule, which implements the SEC’s Rule 10C-1 under the Exchange Act, prohibited members from...more

Nasdaq Proposes Amendments to Compensation Committee Member Independence Rules

On November 26, 2013, the NASDAQ Stock Market LLC (Nasdaq) filed a proposed rule change with the Securities and Exchange Commission (SEC) to amend its listing rules relating to compensation committee member independence. The...more

NASDAQ Amending Compensation Committee Director Independence Requirements

On November 26, 2013, the NASDAQ Stock Market LLC (Nasdaq) filed with the Securities and Exchange Commission (SEC) proposed amendments to its listing rules on compensation committee composition to, among other things, replace...more

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