New York Stock Exchange Securities & Exchange Commission

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Preliminary Planning for the 2017 Proxy Season

For those who want to start preparing for the 2017 proxy season, our preliminary list of important considerations is set forth below: Directors’ and Officer’s Questionnaire - Nasdaq has adopted a rule requiring...more

SEC Approves Generic Listing Standards for Active ETFs

New standards are expected to simplify and expedite the process of launching an actively managed ETF. On July 22, the US Securities and Exchange Commission (SEC) issued orders approving proposals by Bats BZX Exchange,...more

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

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 – 1.27.16

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

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

SEC Proposes to Ease Intrastate Offering Exemption to Facilitate Crowdfunding

The SEC has proposed amendments to Rule 147 under the Securities Act of 1933, which currently provides a safe harbor for compliance with the Section 3(a)(11) exemption from registration for intrastate securities offerings....more

NYSE Arca Withdraws Active ETF Generic Listing Standards Proposal as SEC Focus on ETFs Continues

Withdrawal comes within days of SEC Chair White and Commissioner Aguilar issuing public statements regarding ETFs. On October 19, the US Securities and Exchange Commission (SEC) published a notice stating that NYSE Arca,...more

Investor Advocate Recommends Rejection of NYSE Rule Change

Investor Advocate, Rick Fleming, announced last Friday the recommendation to reject the proposed NYSE rule change that would allow certain listed companies to sell additional shares to insiders and related parties without...more

Governance & Securities Law Focus: Asia Edition, October 2015

In this newsletter, we provide a snapshot of the principal US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. Please see full...more

Blog: SEC’s New “Investor Advocate” Takes A Stand On NYSE Proposed Rule Change

Today, the new Investor Advocate, Rick Fleming, issued a statement regarding his “First Official Recommendation” to the SEC. What was that recommendation? He recommended that the SEC disapprove the NYSE’s proposed rule...more

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