Nasdaq

News & Analysis as of

SEC Proposes Broadened Executive Compensation “Clawback” Rules

On July 1, the SEC proposed rules requiring national security exchanges (such as NYSE and Nasdaq) to establish listing standards requiring publicly traded companies to adopt, comply with and disclose written clawback...more

Another Dubious Assertion Concerning Section 2115

I have often written about numerous provisions of the California Corporations Code that expressly apply to foreign corporations meeting specified tests. The most famous, but not the only, statute of this breed is Section...more

May 2015 IPO Market Review

The IPO market picked up pace in May, with the month producing 16 IPOs. The five-month tally of 58 IPOs is 43% below the 102 IPOs over the first five months of 2014, but nonetheless represents the fifth highest first...more

April 2015 IPO Market Review

The pace of the IPO market moderated in the first two weeks of April before gaining momentum to end the month with 14 IPOs—the highest monthly tally since the 21 IPOs in November 2014, although short of the monthly average of...more

Blog: Regulatory Salmagundi

Release of no-review letters. As you know, the SEC has been releasing the give and take of comment letter correspondence with registrants for a number of years. Now the SEC has announced that, beginning July 1, 2015, Corp...more

IPOs - Attractive Exit Alternative For Financial Sponsors

The strong U.S. initial public offering (IPO) market, coupled with favorable regulatory changes and market acceptance of innovative transaction structures, has increased the attractiveness of the IPO as an exit alternative to...more

Financing Challenges for Small Cap Companies [Video]

Megan Gates explains the how rules implemented by the SEC and national securities exchanges make raising capital particularly challenging for small-cap companies....more

"US IPO Market Review and Outlook: Can the Pace Continue?"

The 2014 U.S. initial public offering market was the most active for new issues since 2000. The market began to recover from the recession in 2010 and took off in 2013 with 222 offerings raising an aggregate of $55 billion,1...more

Blog: NASDAQ Proposes To Require Disclosure Of Written Denial Of Initial Listing

At the end of last year, Nasdaq filed with the SEC a rule proposal that would require companies to disclose denial of listing applications. Under the proposal, a company that receives a written determination denying its...more

SEC Approves Amendments to NASD Rule 2340 and FINRA Rule 2310 to Address Values of Direct Participation Program and Unlisted Real...

The Financial Industry Regulatory Authority has issued Regulatory Notice 15-02 regarding the Securities and Exchange Commission’s approved amendments to National Association of Securities Dealers (NASD) Rule 2340 (and...more

Franchisor IPOs Were Strong in 2014

While private equity activity continued in strength in 2014, franchisors also launched initial public offerings (IPOs) in the last year. Recent IPOs of franchise companies include the following: ?Habit Restaurants Inc....more

Nasdaq Adopts New All-Inclusive Fee Structure and Fee Increases

Nasdaq has adopted amendments to its fee structure and fee rates for companies with securities listed on the Nasdaq Global Select, Global and Capital Markets. The amendments create a new all-inclusive annual listing fee...more

NASDAQ Proposes to Stop Automatic Delisting for Failure to Hold Annual Meeting

Under Current NASDAQ Rule 5810(c)(1), NASDAQ staff is required to issue a delisting determination, subjecting the company to immediate suspension and delisting, if a company fails to solicit proxies and hold its annual...more

How New Litigation May Change "Dark Pool" Trading

Last spring popular author Michael Lewis described the world of high-frequency stock trades and dark pools in his book, Flash Boys. Between then and now, the New York Attorney General (“NYAG”), a group of public investors,...more

SEC to Approve “Exchange-Traded Managed Funds”

The new product will have characteristics of both mutual funds and exchange-traded funds. On November 6, the U.S. Securities and Exchange Commission (SEC) issued a notice indicating that it intends to grant exemptive...more

Second Circuit Extends Scope of Federal Jurisdiction In Litigation Arising From The Facebook IPO

In a recent case arising from the Facebook IPO, NASDAQ OMX Group v. UBS Securities, LLC, No. 13-Civ. 2657 (2d Cir. October 31, 2014), the Second Circuit determined that the federal courts had jurisdiction to enjoin an...more

FINRA Proposes Rule Strengthening Background Checks

Last month, the Financial Industry Regulatory Authority (FINRA) issued a proposed rule requiring member firms to strengthen their background investigations of applicants seeking registration. The proposed rule adopts,...more

Reminder to NYSE and NASDAQ Companies to Comply with Dodd-Frank Act Compensation Committee Requirements and Certify Compliance

Public companies with securities listed on the NASDAQ Stock Market or the New York Stock Exchange should take note of the approaching deadline for complying with the final portions of the new compensation committee...more

Blog: NYSE to Biotechs: Welcome on Board

On September 19, 2014, the NYSE filed with the SEC proposed amendments to Section 102.01C of the NYSE Listed Company Manual to adopt a new initial listing financial standard for operating companies based on market cap and to...more

SEC Compliance Manual for NASDAQ-Listed Non-US Companies

As a result of registration of ordinary shares including in the form of American Depositary Shares (“ADSs”) under the US securities laws and the listing of ordinary shares or ADSs on the NASDAQ Stock Market (“NASDAQ”), non-US...more

NASDAQ Proposes The Adoption Of A New All-Inclusive Annual Listing Fee

On August 26, 2014, The NASDAQ Stock Market LLC (“NASDAQ”) filed with the Securities and Exchange Commission (the “SEC”) certain proposed amendments to the NASDAQ Stock Market Rules (the “Amendments”) to provide for, among...more

SEC Approves NASDAQ Proposal To Eliminate Automatic Upgrade To Global Select Market

The SEC has approved NASDAQ’s proposal, as discussed in this post, to modify Rule 5305 to eliminate the annual review and automatic transfer of companies from the NASDAQ Global Market to the NASDAQ Global Select Market. As a...more

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

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