News & Analysis as of

New York Stock Exchange Corporate Governance

Cooley LLP

SEC approves Nasdaq corporate governance rule changes

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In May, Nasdaq proposed to revise some of its corporate governance rules—specifically Rules 5605, 5615 and 5810—to modify the phase-in schedules for the independent director and committee requirements in connection with a...more

Fenwick & West LLP

Securities Law Update - August 2024

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Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains news on...more

Conyers

Bermuda Public Companies Update, Summer 2024

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This edition of the Bermuda Public Companies Update summarises significant transactions involving Bermuda companies listed on the New York Stock Exchange (NYSE) and Nasdaq in the first half of 2024. Global Market Update -...more

Vedder Price

NYSE Proposes to Exempt Registered Closed-End Funds from Annual Shareholder Meeting Requirement

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On June 6, 2024, the New York Stock Exchange (NYSE) filed an application with the SEC pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 and Rule 19b-4 thereunder, proposing a rule change that, if approved by...more

Conyers

IPOs – Themes and Trends 2024

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When I last reviewed the themes and trends we are seeing for IPOs of Bermuda and Cayman companies from our office in Hong Kong in mid-2022, it was very much a tale of two cities. Two years later, there is little to indicate...more

Cooley LLP

Public Companies Update – May One-Minute Reads

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SEC enforcement director speaks on AI ‘washing’ - In our April 2024 One-Minute Reads, we covered the concept of artificial intelligence (AI) “washing.” Gurbir Grewal, director of the Securities and Exchange Commission...more

Skadden, Arps, Slate, Meagher & Flom LLP

UK Takeover Panel Proposes Narrowing the Scope of Companies Subject to the Takeover Code

On 24 April 2024, the UK Takeover Panel (the Panel) published Public Consultation Paper 2024/1 (the PCP), which proposes a significant change to the applicability of the UK Takeover Code (the Code), by narrowing the scope of...more

Mayer Brown Free Writings + Perspectives

NYSE Issues 2024 Listed Company Compliance Guidance Memo

The New York Stock Exchange (“NYSE”), through the NYSE Regulation staff, has issued its annual Listed Company Compliance Guidance Memo for 2024 (“Memo”), which informs NYSE-listed companies of new matters, including the...more

Cooley LLP

NYSE’s proposed listing standards for Natural Asset Companies bite the dust

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Last year, the NYSE proposed to adopt new listing standards for the common equity securities of a “Natural Asset Company,” a new type of public company defined by the NYSE as “a corporation whose primary purpose is to...more

Smith Anderson

Public Companies Update: Reminders for the 2024 Form 10-K and Proxy Statement Filing Season

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In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more

Mayer Brown Free Writings + Perspectives

NYSE Receives Approval to Limit Reach of Shareholder Approval Rule

On December 26, 2023, the Securities and Exchange Commission (“SEC”) approved an amended proposal submitted by the New York Stock Exchange (“NYSE”) that narrows the scope of the NYSE’s shareholder approval requirement for a...more

Stinson - Corporate & Securities Law Blog

NYSE Updates Shareholder Approval Rule

The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval.  The SEC approved the change on an accelerated...more

Nelson Mullins Riley & Scarborough LLP

The SEC’s New Clawback Rules: Things to Know as the Deadline to Adopt Compliant Policies Approaches

Companies listed on the New York Stock Exchange (NYSE) and Nasdaq have until Dec. 1, 2023, to adopt clawback policies that comply with the listing standards mandated by the Securities and Exchange Commission (SEC) in Rule...more

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

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Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

Vinson & Elkins LLP

Vinson & Elkins' Quarterly Securities & ESG Updates - Fall 2023

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Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more

Nelson Mullins Riley & Scarborough LLP

Learning Hertz – Best Practices for Public Corporations Implementing or Updating Clawback Policies

As public corporations adopt clawback policies for incentive payments before the December 1, 2023 deadline in adherence to the NASDAQ and NYSE listing requirements following implementation of SEC Rule 10D-1, a recent Federal...more

Katten Muchin Rosenman LLP

See Katten's Model Clawback Policy as Mandatory Rules Take Effect

As we previously noted, the Securities and Exchange Commission (SEC) adopted long-delayed rules on October 26, 2022, which will require companies to implement mandatory "clawback" policies with respect to incentive-based...more

Sheppard Mullin Richter & Hampton LLP

Stock Exchange Deadline Approaches for Adopting SEC Compliant Clawback Policy

With the Labor Day holiday now in the rear view mirror, we wanted to remind companies whose shares are listed on the NYSE/Nasdaq stock exchanges that the deadline for implementing a so-called “Clawback Policy” is fast...more

BakerHostetler

SEC Approves Final Nasdaq and NYSE Rules Regarding Recovery of Incentive-Based Executive Compensation Awarded in Error with...

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The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the Securities and Exchange Commission (SEC) to direct national securities exchanges to prohibit the listing of issuers that do not develop and...more

White & Case LLP

SEC Approves NYSE and Nasdaq Amended Proposed Clawback Listing Standards, Extending the Compliance Deadline to December 1, 2023

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On June 9, 2023, the SEC approved the NYSE's and Nasdaq's proposed clawback listing standards, including the amendments that delay the effective date of the rules to October 2, 2023. This effective date means that NYSE- and...more

Wilson Sonsini Goodrich & Rosati

SEC Approves NYSE and Nasdaq Clawback-Related Listing Standards

On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) published notices and orders granting accelerated approval of the amended clawback-related listing standards proposed by the New York Stock Exchange (NYSE)...more

Cooley LLP

SEC approves NYSE and Nasdaq delay of timing of clawback policy compliance

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Last week, both the NYSE and Nasdaq filed with the SEC amendments delaying until October 2 the effective dates of their proposed listing standards requiring listed issuers to develop and implement clawback policies. On...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Fenwick & West LLP

Diversifying the Boardroom: What Silicon Valley-Based and Other Large Public Companies Disclosed in 2022

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The intense focus on board diversity from a variety of stakeholders over the last several years has spurred many companies to examine the composition of their boards and to take action to diversify their boardrooms. While the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Factors for London-Listed Companies To Consider Before Dual Listing or Relisting in the US

There has been increased focus recently among London-listed companies in exploring US listings, whether as a further listing or migrating from London altogether. This is primarily being driven by companies seeking to close...more

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