Securities Exchange Act, NYSE

The Corporate Transparency Act: Are You Ready?

Dorsey & Whitney LLP on 1/31/2024

On January 1, 2024, new direct reporting requirements to the Financial Crimes Enforcement Network (“FinCEN”), a bureau of the United States Department of the Treasury, became effective – known as the Corporate Transparency...more

December 1 Deadline Nears for Adoption of Clawback Policies

Venable LLP on 11/16/2023

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

Preparing for December 1 Compliance with NYSE and Nasdaq Clawback Policy Listing Standards

Husch Blackwell LLP on 6/29/2023

On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more

SEC Approves NYSE and Nasdaq Clawback-Related Listing Standards

Wilson Sonsini Goodrich & Rosati on 6/12/2023

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

NYSE, Nasdaq Set December 1, 2023 Compliance Date for Dodd-Frank Clawback Listing Standards

Morgan Lewis - ML Benefits on 6/9/2023

The New York Stock Exchange (NYSE) and Nasdaq, on June 5 and June 6, respectively, amended the proposed listing standards they previously submitted to the US Securities and Exchange Commission (SEC) to extend the compliance...more

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

Skadden, Arps, Slate, Meagher & Flom LLP on 6/1/2023

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

SEC Indicates Early August 2023 May Be Deadline for Adoption of Dodd-Frank–Compliant Clawback Policies

Morgan Lewis - ML Benefits on 5/3/2023

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), new rules directing national securities exchanges, including the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq),...more

Clawback policies: you do have a few options

BCLP on 5/3/2023

New NYSE and Nasdaq Rule Deadline - As discussed in our February 27, 2023 post, the NYSE and Nasdaq previously issued their proposed listing rules (the “Proposed Listing Rules”) mandating that most companies with listed...more

Updating Clawback Policies

Locke Lord LLP on 4/12/2023

The public comment period for the new NYSE and Nasdaq listing standards requiring public companies to have expanded clawback policies ended on April 3, 2023. The new standards will require listed companies to have clawback...more

Nasdaq and NYSE Propose Rules Regarding Recovery of Incentive-Based Executive Compensation Awarded in Error

BakerHostetler on 3/21/2023

The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the SEC to direct national securities exchanges to prohibit the listing of issuers that do not develop and implement a policy for the recoupment...more

Market Turmoil Caused by “Run on the Banks” Leads to Trading Halts

Perkins Coie on 3/15/2023

On March 10, 2023, volatility resulting from concerns regarding runs on certain banks triggered trading halts in those banks’ stocks on the New York Stock Exchange (NYSE) and Nasdaq. March 13, 2023, saw additional trading...more

SEC Adopts Final Rules Mandating Compensation Clawback Policies

Foley & Lardner LLP on 11/1/2022

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd-Frank Act by directing national securities exchanges and associations, such as the New York Stock...more

SEC approves executive officer incentive compensation clawback rules

BCLP on 10/28/2022

On October 26, 2022, the SEC – by a 3-2 vote – approved final rules directing the NYSE, Nasdaq and other stock exchanges to adopt requirements for listed companies to develop and implement clawback, or recovery, policies that...more

Grayscale Investments Petitions D.C. Circuit For Review Of SEC’s Decision To Disapprove Proposed Bitcoin Exchange-Traded Product

Goodwin on 7/14/2022

On June 29, 2022, Grayscale Investments, LLC petitioned the U.S. Court of Appeals for the District of Columbia for review of the U.S. Securities and Exchange Commission’s June 29, 2022 final order disapproving of an October...more

Top 5 SEC Enforcement Developments for April 2022

Morrison & Foerster LLP on 5/10/2022

In order to provide an overview for busy in-house counsel and compliance professionals, we summarize below some of the most important SEC enforcement developments from the past month, with links to primary resources....more

SEC Staff Comments on Director Serving as Corporate Secretary

Bass, Berry & Sims PLC on 1/24/2022

The rules of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) require that a majority of a listed company’s board of directors (board) must be comprised of “independent directors” and that vital board...more

FINRA Proposes Amendments to Customer Account Statement Requirements

Morgan Lewis on 10/8/2021

The US Securities and Exchange Commission (SEC) published for comment on September 30 a proposed rule change by the Financial Industry Regulatory Authority (FINRA) that would amend FINRA Rule 2231—the customer account...more

NYSE Restores Thresholds for Related Party Transactions To Align With SEC Disclosure Requirements

Skadden, Arps, Slate, Meagher & Flom LLP on 8/26/2021

On August 19, 2021, the New York Stock Exchange (NYSE) filed an immediately effective rule change (Rule Proposal) restoring a transaction value and materiality threshold for related party transactions that require independent...more

Beyond Bunny Hugging: ESG, Investor Expectations and Reporting Trends

Foley & Lardner LLP on 12/10/2020

This paper attempts to provide a definition and context for the term, Environmental, Social and Governance (“ESG”), explain how and why it is used, demonstrate how investors are driving the proliferation of ESG reporting,...more

Blog: Commissioners Peirce and Roisman criticize “unduly broad view” of “internal accounting controls” in Andeavor

Cooley LLP on 11/17/2020

In October, the SEC settled charges against Andeavor, an energy company formerly traded on the NYSE and now wholly owned by Marathon Petroleum, in connection with stock repurchases authorized by its board in 2015 and 2016. ...more

Blog: NYSE takes another crack at primary direct listings—will it succeed?

Cooley LLP on 6/29/2020

In late November last year, the NYSE filed with the SEC a proposed rule change that would have allowed companies going public to raise capital through a primary direct listing. Under current NYSE rules, only secondary sales...more

As Bitcoin’s Price Moves Dramatically, ETF Proposals Remain at a Standstill

Proskauer - Blockchain and the Law on 7/1/2019

On June 26, the price of bitcoin surged to a 12-month high of nearly $13,900 (up about 35% on the month) before losing more than $1,700 in a span of 15 minutes, then rebounding slightly and closing the day at around $12,800....more

2019 Compensation Committee Handbook

Skadden, Arps, Slate, Meagher & Flom LLP on 12/11/2018

The duties imposed on compensation committees of publicly traded companies have evolved and grown over time. The fifth edition of the Compensation Committee Handbook, authored by our Executive Compensation and Benefits Group,...more

New Law Allows for Regulation A+ Offerings by Reporting Companies

Dorsey & Whitney LLP on 6/13/2018

On May 24, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”) was signed into law. One of the purposes of the Act is to encourage capital formation by directing the Securities and Exchange...more

SEC Levies $18 Million Fine On NYSE And Affiliated Exchanges For Alleged Securities Act And Exchange Act Violations

A&O Shearman on 3/13/2018

On March 6, 2018, the United States Securities and Exchange Commission (“SEC”) instituted a settled administrative proceeding against the New York Stock Exchange (“NYSE”), and affiliated national exchanges NYSE American LLC...more

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