News & Analysis as of

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

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

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

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

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

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

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

"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

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

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

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

Corporate and Financial Weekly Digest - Volume VIII, Issue 46

In this issue: - SEC Division of Corporation Finance Issues 14 New C&DIs Relating to “Bad Actor” Rules - NASDAQ Proposes Change to Listing Rules Regarding Compensation Committee Independence - FINRA...more

Structured Thoughts -- Volume 4, Issue 14 -- December 2, 2013

In This Issue: Launching an Exempt Structured Products Program in the United States: Issues for Non-U.S. Banks to Consider; “Big-Boy Letters” Revisited: Pharos Decision Upheld by the Sixth Circuit.; SEC Addresses...more

Nasdaq Proposes Changes To Compensation Committee Independence Requirements

When implementing SEC Exchange Act Rule 10C-1 regarding the independence of compensation committee members, Nasdaq adopted a prohibition on the receipt of compensatory fees by compensation committee members, which is the same...more

Codes of Ethics: SEC Requirements

Your good client Socrates is on the line. Socrates — who gave up a promising career in philosophy to take up professional soccer — has an ethics question for you. No, he is not asking you to explain Stoicism, Epicureanism or...more

Banking Notes - October 2013: Community Bank Stock on the Over-the-Counter Market

Over the last 12 months, we have seen an increase in the number of community banks interested in generating liquidity for their shareholders. The reasons for this increase vary: some banks want to create a more liquid stock...more

In Case You Missed It - Interesting Items for Corporate Counsel (Update) - September 11, 2013

As we run up the September 23 effective date of rules eliminating the prohibition on general solicitations under Regulation D and wait for final SEC "process" rules, a few additional resources are below(summary of comments on...more

The New NYSE and Nasdaq Listing Standards: What Should Companies Be Doing?

It has been nearly two months since the NYSE and Nasdaq listing standards became effective that require compensation committees to assess the independence of their consultants, legal counsel and other advisors. Arising out of...more

Reminder: Exchange Requirements Governing Independence of Compensation Committee Advisers are in Effect as of July 1, 2013

As we previously reported, earlier in 2013 the Securities and Exchange Commission (the “SEC”) approved certain new listing requirements for the NYSE and NASDAQ effective July 1, 2013. The new listing requirements implement...more

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