What Does The SEC Approved NASDAQ Diversity Proposal Mean For Boards?
Financing Challenges for Small Cap Companies
Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more
As discussed in our earlier Viewpoints advisory, the New York Stock Exchange temporarily allowed NYSE-listed companies to complete certain capital raising transactions involving related party issuances or the issuance of 20%...more
On May 4, 2020, The Nasdaq Stock Market LLC (“Nasdaq”) adopted a temporary rule waiving until June 30, 2020 key shareholder approval requirements for certain private investments in public equity (“PIPE”) and similar...more
Direct listings have been a hot topic in the news lately, particularly in light of the recent submission of proposals to the U.S. Securities and Exchange Commission (SEC) by the New York Stock Exchange (NYSE) (and indications...more
Last week, the New York Stock Exchange (NYSE) filed proposed rule changes with the Securities and Exchange Commission (SEC) to allow companies to sell shares on their own behalf in direct listings. Currently, direct listings...more
On December 3, 2019, the Securities and Exchange Commission (SEC) approved Nasdaq's recently amended proposal to allow direct listings on The Nasdaq Global Market and The Nasdaq Capital Market. Prior to this rule change,...more
On October 17, 2019, the Securities and Exchange Commission (SEC) extended the review period for Nasdaq's proposed rule changes relating to direct listings, designating December 3, 2019 as the date on which the SEC will...more
The US Securities and Exchange Commission (SEC) has approved an amendment to Nasdaq Rule 5635(d), also known as the “20% Rule,” to modify the situations in which a company must obtain shareholder approval before it can issue...more
The Securities and Exchange Commission has approved the amended Nasdaq proposal to amend Rule 5635(d), which requires Nasdaq-listed companies to obtain shareholder approval before issuing common stock or securities...more
The SEC has recently approved an amendment to Nasdaq Rule 5635(d), which became effective on September 26, 2018, that modifies the circumstances in which listed companies must receive shareholder approval before they can...more
The SEC has approved an amendment to Nasdaq Rule 5635(d) to modify the circumstances in which shareholder approval is required for issuances of securities in private placement transactions....more
On February 13, 2018, Nasdaq proposed amendments to Listing Rule 5635(d), which currently requires shareholder approval when a company issues common stock (or securities convertible into or exercisable for common stock) for...more
Nasdaq has proposed to amend Rule 5635(d), which generally requires shareholder approval before Nasdaq-listed companies issue common stock equal to 20% or more of outstanding shares or voting power in transactions (other than...more
A simplified Rule 5635(d) could facilitate capital formation by changing the definition of market value. Nasdaq is proposing to update and simplify Listing Rule 5635(d) by changing the definition of market value and...more
NASDAQ Private Markets and Morrison & Foerster recently described the process for verifying the status of investors when a company chooses to use general solicitation to conduct a Rule 506(c) offering. ...more
Nasdaq, Inc. recently requested comments regarding possible updates to its “20% voting rule.” That rule, adopted in 1990, requires Nasdaq listed companies to obtain shareholder approval when issuing 20% or more of its stock...more
The Nasdaq recently published a report, titled “The Promise of Market Reform,” which sets out proposed structural changes that are intended to relieve some of the burdens associated with being a public company. The report...more
In the first quarter of 2016, two energy-focused, special-purpose acquisition companies (SPACs) made their Nasdaq market debuts, including 2016’s largest U.S. initial public offering (IPO) to date. On February 29,...more
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
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
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
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