News & Analysis as of

Reverse Stock Splits

Cooley LLP

Nasdaq Updates Listing Requirements

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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

Seward & Kissel LLP

Nasdaq Proposes Modifications to Delisting Process for Securities Failing to Maintain Compliance with Minimum Bid Price...

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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

Wyrick Robbins Yates & Ponton LLP

Nasdaq Proposes to Accelerate Delisting Process

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

Cooley LLP

Nasdaq proposes to crank up the heat on companies with shares trading below $1

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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

Dechert LLP

Nasdaq Proposes Stricter Rules on Reverse Stock Splits

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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

Cooley LLP

Reverse split to regain bid price compliance? It may be more complicated than you think

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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

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

Morgan Lewis

NYSE Amendments to Trading Halt Rules for Reverse Stock Splits Effective May 11

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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

Cooley LLP

NYSE proposes trading halt in the event of reverse stock split

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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

Allen Matkins

Reverse Stock Splits And The California Corporate Securities Law

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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

Paul Hastings LLP

Public Company Watch: March 2024

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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

Cooley LLP

Public Companies Update – November One-Minute Reads

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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

Paul Hastings LLP

Public Company Watch: November 2023

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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

Allen Matkins

When Do Stock Splits, Reverse Stock Splits And The Like Become Effective?

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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

Allen Matkins

Are Reverse Stock Splits Subject To Qualification In California?

Allen Matkins on

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

Paul Hastings LLP

Public Company Update: 2023 DGCL Amendments Now Effective

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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

Cooley LLP

Nasdaq proposes listing rule changes related to reverse stock splits

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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

Dechert LLP

Proposed Amendments to DGCL Include Amendment to Required Vote Threshold for Certain Charter Amendments

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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

Allen Matkins

Four Decades After Being Abolished, Some California Corporations Continue To Refer To "Treasury Stock"

Allen Matkins on

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

McDermott Will & Emery

ISS and Glass Lewis Update Proxy Voting Guidelines for 2019

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Can It Be Fixed? Further Judicial Guidance Concerning Sections 204 and 205

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

A&O Shearman

Delaware Court Of Chancery Validates Ratification Of Defective Corporate Acts Impacting Merger And Declines To Expand Universe Of...

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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

A&O Shearman

Delaware Court Of Chancery Ruling Provides Guidance On Attorney-Client Privilege Protection For Draft Stockholder Communications

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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

Mintz - Securities Litigation Viewpoints

Federal Circuit Rules that Starr International Lacks Standing to Pursue Class Claims Stemming from the U.S. Government’s...

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

Allen Matkins

Calling All Stock Certificates

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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

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