News & Analysis as of

NYSE to Make Late Filings Rule Applicable to Form 10-Q and Defective Filings

The NYSE proposes to amend its continued listing requirements in relation to the late filing of a company’s annual report with the SEC as set forth in Section 802.01E, or the Late Filer Rule, of the Listed Company Manual. As...more

Financial Services Weekly News Roundup - November 2014 #4

Editor’s Note: Spotlight on the FDIC: In a Financial Institutions Letter, FIL-56-2014, the FDIC announced additional guidance on its 1998 Statement of Policy on Applications for Deposit Insurance in a Q&A format on...more

Structured Thoughts: Volume 5, Issue 7 - November 11, 2014

In This Issue: - Index Changes and Successor Indices: Avoiding Delisting From The NYSE Arca - EU PRIIPS Regulation Expected to Come Into Force - UK Review of the Fixed Income, Currency and Commodities...more

SEC Requests Comment on Proposed FINRA Rules Regarding Payment to Unregistered Persons

On September 25, 2014, the U.S. Securities and Exchange Commission (the “SEC”) solicited public comment on proposed FINRA rule changes (the “proposal”) that would substantively amend existing NASD and NYSE rules regarding...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

NYSE Proposes New Global Market Capitalization Test for Listing Companies

On September 30, 2014, the SEC published an NYSE amendment, effective as of such publication, to adopt a new initial listing standard, and to eliminate all but one of the current NYSE initial listing standards, for US...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 NYSE-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 New York Stock Exchange (the “NYSE”),...more

New ACE Portal/NYSE Platform Could Facilitate Private Equity Fund Raising

An enduring challenge of private equity is fund raising, whether in connection with fund formations, portfolio company financings or limited partner secondary sales. The recent modification of the SECs rules on general...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

SEC Brings Settled Administrative Proceedings Against NYSE Relating to Informational Advantages, Electronic Trading and Other...

The Securities and Exchange Commission (SEC or Commission) on May 1, 2014 announced a settlement (Settlement) with the New York Stock Exchange LLC and certain of its affiliates (collectively, the NYSE), addressing a variety...more

Second Circuit Narrows Reach of Federal Securities Laws as to Foreign Securities Transactions

On May 6, 2014, the U.S. Court of Appeals for the Second Circuit issued a decision clarifying the applicability of the anti-fraud provisions of the Securities Exchange Act of 1934 to transactions in foreign securities. The...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

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

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

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

"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

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

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