News & Analysis as of

Nasdaq New York Stock Exchange

Dual-Class Stock and Private Ordering: A System That Works

Dual-class stock has become the target of heightened attention, particularly in light of Snap’s recent IPO. While the structure remains popular for companies trying to respond to the short-term outlook of public...more

A Compliance Calendar Tip: Update for T+2

A few weeks ago, the SEC finalized rules to shorten the standard settlement period for securities transactions from three business days (T+3) to two business days (T+2). Amended Exchange Act Rule 15c6-1(a) will prohibit a...more

Certain Considerations Relating to Virtual Shareholder Meetings

by White & Case LLP on

Virtual annual shareholder meetings are gradually increasing year-over-year, but the absolute number is still small and investor resistance to the "virtual-only" format persists. Nevertheless, additional companies continue to...more

SEC Shortens Settlement Cycle to T+2

by Goodwin on

The Securities and Exchange Commission has adopted an amendment that will shorten the standard settlement cycle for most broker-dealer transactions from T+3 to T+2. Related amendments to rules of the New York Stock Exchange,...more

SEC Approves T+2 settlement; Abides by T+4 settlement for Firm Commitment Deals

On February 10th, the SEC took action to formally approve of changes proposed by the NASDAQ Stock Market, NYSE MKT LLC, and New York Stock Exchange LLC’s, to shorten the standard settlement cycle for most broker-dealer...more

Reminders for Foreign Private Issuers for the 2017 Annual Reporting Season

by White & Case LLP on

This memorandum outlines certain considerations for foreign private issuers (FPIs) in preparation for the 2017 annual reporting season. Part I of this memorandum discusses new developments and practical action items for the...more

Outcomes of Investing in OTC Stocks

The Division of Economic and Risk Analysis (DERA) of the Securities and Exchange Commission published a study recently that reviews, among other things, the performance of and the returns of investing in OTC stocks. The...more

Nasdaq and NYSE Provide Clarity for Equity Plan Amendments Increasing Share Withholding

by Pepper Hamilton LLP on

Both Nasdaq and the NYSE have issued guidance clarifying that no stockholder approval is required for equity plan amendments permitting increased share withholding. Earlier this year, the Financial Accounting Standards Board...more

SEC Approves NASDAQ Golden Leash Disclosure

In the past couple of years, a relatively hot area of the sometimes rather lackluster world of bylaws amendments has centered on requiring candidates for election to a board of directors to disclose any compensation...more

McDermott’s Public Company & Capital Markets Quarterly: New Rules Impacting Disclosure, Governance and Capital Raising Efforts

by McDermott Will & Emery on

During the first quarter of 2016, the Securities and Exchange Commission (SEC) and U.S. stock exchanges issued proposed and final rules that will likely impact disclosure and capital raising efforts. This report provides a...more

International Reporting Tightens at NYSE as Competition from Europe Heats Up

Two recent events highlight the ever-shifting dynamic between U.S. and international capital markets. The first, a technical NYSE rule affecting the reporting obligations of foreign private issuers, was subtle. The second,...more

At-the-Market Offerings by Canadian Issuers

Recent capital markets conditions have made at-the-market (ATM) offerings an attractive alternative to traditional follow-on equity offerings. ATM offerings reduce execution risk by permitting equity to be sold into the...more

Corporate Communicator - Winter 2016: 2016 Annual Meeting Season

by Snell & Wilmer on

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

Governance & Securities Law Focus: Asia Edition, October 2015

by Shearman & Sterling LLP on

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

by Goodwin on

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

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

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

by Seyfarth Shaw LLP on

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

SEC Proposes Mandatory Incentive Compensation Clawback Rules

by Goodwin on

On July 1, 2015, the Securities and Exchange Commission proposed rules, consisting of new Rule 10D-­1 and related rule and form amendments, that would require clawbacks of incentive compensation received by executive officers...more

Summary of SEC's Proposed Rule on Executive Compensation Clawbacks

by Faegre Baker Daniels on

The Dodd-Frank Act required the Securities & Exchange Commission (SEC) to adopt rules that direct national securities exchanges (such as the NYSE and NASDAQ) to require listed companies to implement and disclose their...more

SEC Proposes Rules on Compensation Clawback Policies

by Foley & Lardner LLP on

On July 1, 2015, the Securities and Exchange Commission (SEC) proposed rules relating to compensation clawback policies. The rules, if adopted, would implement the requirements of Section 954 of the Dodd-Frank Wall Street...more

Executive Compensation Alert: SEC Proposes “Clawback” Rules for Executive Compensation

by Fenwick & West LLP on

On July 1, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules directing the national securities exchanges (NYSE, NASDAQ, etc.) to create listing standards requiring listed companies to implement policies...more

Executive Compensation Alert: SEC Proposes “Clawback” Rules for Executive Compensation

by Fenwick & West LLP on

On July 1, 2015, the Securities and Exchange Commission (the “SEC”) proposed rules directing the national securities exchanges (NYSE, NASDAQ, etc.) to create listing standards requiring listed companies to implement policies...more

SEC Proposes New Clawback Rules

Last Wednesday, the Securities and Exchange Commission (SEC) proposed new Rule 10D-1 to require public companies to adopt and enforce clawback policies to recoup incentive-based compensation paid to current and former...more

SEC Proposes Broadened Executive Compensation “Clawback” Rules

by McGuireWoods LLP on

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

Blog: Regulatory Salmagundi

by Cooley LLP on

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

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