New York Stock Exchange

News & Analysis as of

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

Veil Parted on SEC Whistleblower Award

Early this year, the SEC announced it had paid a whistleblower award of “more than $700,000” to a company “outsider” who “conducted a detailed analysis” that led to a successful enforcement action against the company....more

This Week In Securities Litigation

In the week leading up to the July 4th holiday weekend the SEC filed an action alleging insider trading centered on the acquisition of a firm by Apple based largely on circumstantial evidence and outsized trading. Another...more

The Financial Report - Volume 5, No. 11 • June 2016 (Global)

Discussion and Analysis - A few years ago, David Blass, then Chief Counsel of the SEC’s Division of Trading and Markets, created a stir when he said in a speech that private fund advisers should be concerned about some...more

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

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

NYSE Listed Foreign Private Issuers Now Required to Submit Unaudited Semiannual Financial Information

The New York Stock Exchange (NYSE) recently proposed to amend the NYSE Listed Company Manual to require foreign private issuers listed on the NYSE to furnish with the U.S. Securities and Exchange Commission (SEC) semiannual...more

Critic of High-Frequency Trading Receives SEC Whistleblower Bounty Award

According to a MarketWatch report, Eric Hunsader of Nanex LLC has identified himself as is the recipient of a more than $700,000 Dodd-Frank whistleblower bounty award.  According to Hunsader, the information he provided to...more

NYSE Rule Requiring Foreign Private Issuers to Submit Semi-Annual Unaudited Financial Information on Form 6-K is Now Effective

The NYSE’s proposed rule requiring foreign private issuers (“FPIs”) to submit semi-annual unaudited financial information on Form 6-K was filed with the SEC and took effect on February 19, 2016....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

NYSE to Require Foreign Private Issuers to File Semiannual Financial Statements on Form 6-K

The SEC has approved an NYSE rule change which will require foreign private issuers to file semiannual financial statements on Form 6-K. Foreign private issuers are not currently subject to any SEC rule that specifically...more

Blog: Director Resignation Policies Under Fire

The originator of the “Pfizer model” of “plurality plus” voting for directors — Pfizer — will be facing a shareholder proposal (January 29, from the Chevedden folks) calling for a change to Pfizer’s governing documents and...more

Your daily dose of financial news The Brief – 1.29.16

AIG may have shrugged off Carl Icahn for now, but Xerox has succumbed to his calls for breaking up and is expected to announce sometime today [update: it did] that it will separate its legacy hardware side from its services...more

Your daily dose of financial news The Brief – 1.27.16

Chinese economic data has already been wreaking havoc on markets in 2016. So I shudder to think about the impact of the recently announced investigation by China’s anticorruption commission into the head of the country’s...more

SEC Approves Proposed Change to Exempt “Early Stage Companies” from the NYSE’s Shareholder Approval Requirement for Issuances to...

The NYSE Listed Company Manual contains a number of rules requiring a listed company to obtain shareholder approval for certain issuances of securities, which rules are often referred to as the “20% rule” or “shareholder...more

Notwithstanding Concerns Of Investor Advocate, SEC Approves NYSE Proposal To Exempt Certain Related-Party Transactions From...

As you may recall, in April of this year, the NYSE filed with the SEC a proposed rule change that would exempt from the NYSE’s shareholder approval requirements early stage companies that seek to issue, subject to audit...more

NYSE Exempts Early Stage Companies From Having to Obtain Shareholder Approval Before Issuing Shares for Cash to Related Parties

The SEC has approved the NYSE proposal to exempt early stage companies from having to obtain shareholder approval before issuing shares for cash to related parties. Under the revised rules, Sections 312.03(b) and 312.04 of...more

Corporate Communicator - Winter 2016: 2016 Annual Meeting Season

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

NYSE Announces Listing Stats for 2015

Last week, the New York Stock Exchange (NYSE) Group announced that it had raised $136 billion from 397 transactions, including IPOs and follow-on financings, in 2015. 59 of these transactions were IPOs, raising $19.1...more

Look for an increase in shareholders’ suits in 2016

A new study released by NYSE Governance Services and security firm Veracode, “Cybersecurity and Corporate Liability: The Board’s View,” is a must read for directors and officers. Veracode was quite accommodating when I asked...more

NYSE Arca Proposes to Flag ETP Trades that Deviate Significantly from Prevailing Market Prices

NYSE Arca’s proposal would use a two-part test to identify aberrant prices in trades of exchange-traded products and then warn the market of such trades in an effort to deter further pricing dislocations....more

Forward to The Past: NYSE Returns to Regulation

Everything old is new again. On January 1, 2016, the New York Stock Exchange (“NYSE”) – now owned by Intercontinental Exchange, Inc. – will be taking back some of the regulatory responsibilities it yielded to the Financial...more

Our Modern Markets: SEC Enforcement Focuses On Market Structure In Response To Rapidly-Changing Equity Markets

On Monday, November 2, 2015, Andrew Ceresney, Director of the SEC’s Division of Enforcement, gave a speech at the SIFMA Compliance & Legal Society New York Regional Seminar in which he sought to address what he views as the...more

Blog: Paper Debunks Seven Board Myths

In “Seven Myths of Boards of Directors,” two academics from Stanford Business School set about debunking some of the most common and persistent expectations regard best practices in board structure, composition and procedure....more

Social Media Compliance Policies: Your Company Needs One

Use of social media is ubiquitous in today's society. This is astounding when you think back to 2004 and realize that social media did not exist then. Fast forward ten years and by September 2014, 58% of all American adults...more

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