2022 Listed Company Compliance Guidance for NYSE and NYSE American Issuers

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Mayer Brown Free Writings + Perspectives

On January 14, 2022, the annual NYSE Guidance Memo and NYSE American Guidance Memo (both, the “Guidance Memos”) were released. The Guidance Memos outlined important rules and policies applicable to all the companies listed in these stock exchanges, including those in connection with the timely alert and material news publication, changes to a listed company’s earnings release date, annual meeting and annual report requirements, record date notification, change in executive officers and related party transactions. The Guidance Memos also listed down any rule or policy differences for domestic and foreign issuers.

Additionally, the NYSE Guidance Memo noted the changes to its shareholder approval rules that eliminated related party limitations and bona fide private financing requirements for market price cash transactions (more information in our earlier blog post); and the changes to its treatment of abstentions in votes cast on matters requiring shareholder approval which now requires the calculation of the votes cast in accordance with the listed company’s own governing documents and any applicable state law.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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