Throughout 2024, Nasdaq has been revising the procedures for companies dealing with low stock prices, with a focus on cutting down on what they deem to be cheap, risky stocks trading on their exchange. Here is what you need...more
On August 6, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) submitted proposed rule changes to the U.S. Securities and Exchange Commission (“SEC”). If adopted, the revised rules would modify the Nasdaq delisting process in...more
Nasdaq has proposed amendments to its listing standards that would accelerate the delisting process for certain companies that fail to satisfy its minimum bid price requirement. These proposals are ostensibly in response to...more
In July, Virtu Financial, a financial services company and market maker, filed a rulemaking petition with the SEC, asking the SEC to adopt rules that “would prohibit National Securities Exchanges from listing high risk ‘penny...more
If a company implements a reverse stock split to meet the $1.00 minimum price rule that results in failing to comply with another listing standard (e.g., minimum publicly held shares or minimum number of public stockholders),...more
Nasdaq has filed with the SEC a proposed rule change to “modify the application of the bid price compliance periods where a company takes action that causes non-compliance with another listing requirement.” Hmmm, how’s that...more
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
The New York Stock Exchange’s (NYSE) amendments to NYSE Rule 123D (Rule 123D) (Halts in Trading) will become effective on May 11, 2024. The amendments to Rule 123D (NYSE Amendments) provide for a regulatory halt to trading at...more
In 2023, as a corollary to revised listing standards related to notification and disclosure of reverse stock splits, Nasdaq adopted a rule change providing for a new regulatory halt procedure specific to the pre-market...more
Meredith Ervine recently wrote about reverse stock splits and Nasdaq listed issuers. A reverse stock split is the "go to" solution for many listed issuers whose share prices fall below the minimum continued stock exchange...more
In the March edition of our Public Company Watch, we cover key issues impacting public companies, including the new climate disclosure rules, SEC scrutiny on beneficial ownership filings, West Palm Beach Firefighters’ Pension...more
Appeals court orders SEC to repair share repurchase rules - Our May 2023 One-Minute Reads discussed the Securities and Exchange Commission’s adoption of final rules regarding share repurchase disclosures. In response, the...more
In the November edition of our Public Company Watch, we cover key issues impacting public companies, including how to prepare for the 2024 10-K season; the SEC announcing a new intake system for Rule 14a-8 submissions; the...more
Section 908 of the California Corporations Code provides that when a California corporation files a certificate of amendment, the articles of incorporation shall be amended in accordance with the certificate and any stock...more
In this post published yesterday, John Jenkins discussed a proposed Nasdaq rule regarding notification and disclosure of reverse stock splits. In light of John's post, I thought a brief refresher on California's treatment of...more
On August 1, 2023, the Delaware legislature’s most recent amendments to the Delaware General Corporation Law became effective. The amendments include a number of changes designed to simplify pertinent matters for Delaware...more
Nasdaq has filed with the SEC a proposed rule change to establish listing standards related to notification and disclosure of reverse stock splits. According to Nasdaq, the volume of reverse splits has increased...more
On May 16, 2023, the Delaware State Senate passed a bill proposing several amendments (the "2023 Amendments") to the General Corporation Law of the State of Delaware (the “DGCL”), including an amendment to Section 242 that...more
Treasury shares are shares that a corporation has issued and then reacquired but not retired. Hence, they are shares that have been issued but are no longer outstanding. In some states, treasury shares retain some legal...more
Institutional Shareholder Services Inc. and Glass, Lewis & Co., LLC both recently issued their annual proxy voting guideline updates. As revised, these guidelines have important implications for companies preparing for the...more
As discussed in an earlier edition of Insights: The Delaware Edition, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) provide methods for Delaware corporations to unilaterally ratify defective corporate...more
On August 17, 2018, Chancellor Andre G. Bouchard of the Delaware Court of Chancery denied all of plaintiffs’ claims challenging a series of transactions culminating in the acquisition of defendant Design Within Reach, Inc....more
At a recent hearing, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery provided guidance on the application of the attorney-client privilege to draft stockholder communications in the context of a...more
On May 9, 2017, the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”) affirmed in part and reversed in part an earlier decision from the U.S. Court of Federal Claims, which had held that aspects of the...more
Last week, Broc Romanek’s Mentor Blog addressed the question of what to do about outstanding stock certificates following a reverse stock split. Today, I’ll weigh in with a California perspective....more