New York Stock Exchange

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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

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

Equity capital markets in the United States: regulatory overview

What are the main equity markets/exchanges in your jurisdiction? Outline the main market activity and deals in the past year. Main equity markets/exchanges - The primary US public equity markets are the...more

SEC Approves New FINRA Supervision Rules

The current rulebook of the Financial Industry Regulatory Authority consists of FINRA rules, legacy National Association of Securities Dealers (NASD) rules (that apply to all FINRA member firms) and rules incorporated from...more

Amendments to Uniform Branch Office Registration Form

Broker-dealers are required to use the Branch Office Registration Form (Form BR) to register their branch offices with the Financial Industry Regulatory Authority, the New York Stock Exchange and participating states via the...more

Disclosure of Material Information–NYSE Telephone Alerts

Companies with stock listed on the New York Stock Exchange recently received its annual memo highlighting its most commonly applicable policies and rules. The memo’s eight pages cover a variety of fairly standard issues with...more

Margin Call: The Basics of the US Margin Regulations

Your issuer client is getting ready to launch a high-yield debt offering. When you get to the office and check your messages, you learn that your client has a couple of questions about the representation in the purchase...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

On Closer Inspection, This CII “Best Practice” May Be Neither Good Nor Legal

The Council of Institutional Investors has adopted what it describes as ”a comprehensive body of corporate governance best practices”, including Policies on Corporate Governance. I question, however, whether some of these...more

NYSE Files Proposed Rules for Listing of “Managed Portfolio Shares”

On January 23, 2014, NYSE Arca Equities filed a proposal with the SEC to permit the listing of “Managed Portfolio Shares,” which are shares of actively managed exchange-traded funds (“ETFs”) for which portfolio holdings are...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

What’s New for the 2014 Proxy Season

Unlike in past years, there are no new disclosure requirements which need to be reflected in this year’s proxy statement; however, with ongoing shareholder activism and the desire of companies to communicate effectively with...more

The SEC: The Future Path of Enforcement (Conclusion)

Parts I and II of this series looked back at select cases brought by the Commission during 2013. Part III considered the projected path of SEC Enforcement based on remarks by members of the Commission and new initiatives....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

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

Dodd-Frank affects private companies too: practice points to note

The Dodd-Frank Act – signed by President Barack Obama more than three years ago, and since then advanced with a host of rules and regulations – has been widely viewed as a law that addresses systemic risk in the financial...more

Crowdfunding and the New York Stock Exchange

For all the skeptics who think crowdfunding is a fringe idea, today I attended an event at the New York Stock Exchange about crowdfunding – yes, you read correctly, THE NYSE AND CROWDFUNDING, together. It may seem...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

New York Stock Exchange Proposes New Rules to Harmonize Quantitative Continued Listing Standards and Modify Reverse Merger Listing...

On October 8, the New York Stock Exchange proposed an amendment to Section 802.01B of the NYSE Listed Company Manual that would apply the same financial compliance standards for continued listing on the NYSE to all operating...more

Corporate and Financial Weekly Digest - October 11, 2013

In this issue: - SEC Launches Public Website for Analyzing Exchange Data - New York Stock Exchange Proposes New Rules to Harmonize Quantitative Continued Listing Standards and Modify Reverse Merger Listing...more

Massachusetts High Court Rules that Closed-End Funds’ ByLaws Allow No More than 395 Days Between Annual Shareholders’ Meetings

The Supreme Judicial Court of the Commonwealth of Massachusetts (the “SJC”) interpreted “on at least an annual basis” as used in the bylaws (the “Bylaws”) of two closed-end investment companies organized as Massachusetts...more

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