On 24 April 2024, the Takeover Panel published a consultation paper, PCP 2024/1, which proposes to narrow the scope of the companies to which the Takeover Code (Code) applies. The changes would have the effect of removing UK...more
On January 31, 2024, the New York Stock Exchange (NYSE) published its 2024 Listed Company Compliance Guidance Memo. The NYSE Memo contains general guidance with important reminders for all NYSE listed companies, along with a...more
Enactment of Additional Requirements to Remain Listed on IDX's Main Board - On 21 December 2021, IDX issued the Decree of the Board of Directors of the IDX No. Kep-00101/BEI/12-2021 regarding the Amendment to Rule No. I-A...more
Our preliminary list of important planning considerations for the 2022 proxy season is set forth below. - Directors’ and Officers’ Questionnaires; Committee Charters - We have identified only a few possible changes...more
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
We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more
In April 2021, the Securities and Exchange Commission approved amendments to the New York Stock Exchange’s rule governing the review and evaluation of related party transactions....more
The NYSE has amended the Listed Company Manual regarding shareholder approval requirements for the issuance of securities and certain related party matters. The SEC approved the amendments on an accelerated basis....more
On October 6, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule amendment in order to seek approval to amend certain of the shareholder approval requirements set forth in Section 312 of the NYSE Listed Company...more
As discussed in our earlier Viewpoints advisory, the New York Stock Exchange temporarily allowed NYSE-listed companies to complete certain capital raising transactions involving related party issuances or the issuance of 20%...more
On July 2, 2020, the Securities and Exchange Commission (the “SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to extend its waiver of the shareholder approval requirements set...more
On March 23, 2020, the staff at the Toronto Stock Exchange (TSX) issued Staff Notice 2020-0002, which provides guidance on further measures the TSX is undertaking in response to the COVID-19 pandemic. In particular, the TSX...more
Earlier this month, the New York Stock Exchange (NYSE) published its annual Listed Company Compliance Guidance for NYSE Issuers (guidance), which includes useful reminders of important rules and policies applicable to...more
The SEC has approved amendments to Sections 312.03 and 312.04 of the NYSE Listed Company Manual that modify the price requirements for certain exceptions to shareholder vote requirements related to issuances of securities set...more
The New York Stock Exchange (NYSE) has filed an amendment that will change the threshold for exemptions from NYSE compensation committee requirements for smaller reporting companies (SRCs) under Section 303A.00 of the NYSE...more
In 2015, the SEC proposed rules implementing Dodd-Frank’s requirement that all listed companies adopt and administer a compensation clawback policy. Under the statute, these policies must require, in the event of an...more
On February 2, 2018, the SEC approved on an accelerated basis the NYSE’s proposal, as modified by Amendment No. 3, to change its listing qualifications to facilitate listings for certain non-IPO offerings. Section 102.01B of...more
On December 4, the SEC approved a New York Stock Exchange rule change that prohibits the issuance of material news by listed companies in the period immediately after the official closing time for the NYSE’s trading session...more
On December 4, 2017, the SEC approved the NYSE’s proposed amendment to Section 202.06 of the NYSE Listed Company Manual. The proposed amendment limits the issuance of material news by a listed company during the period of...more
The Securities and Exchange Commission has approved a revised version of the previously proposed New York Stock Exchange rule that will prohibit listed companies from issuing material news after the close of trading...more
The SEC has approved the NYSE’s proposal to amend Section 202.06 of the Listed Company Manual to prohibit listed companies from issuing material news after the official closing time for the NYSE’s trading session until the...more
The New York Stock Exchange has filed a proposal that will prohibit listed companies from issuing material news after the close of trading (generally 4:00 p.m. Eastern Time) until the earlier of the publication of the...more
On August 18, 2017, the NYSE issued a proposed amendment to Section 202.06 of the NYSE Listed Company Manual to limit the issuance of material news by a listed company during the period of time from the official closing time...more
The New York Stock Exchange (“NYSE”) is seeking to delay the implementation of its recently-adopted dividend notification requirements until no later than February 1, 2018....more