News & Analysis as of

Shareholder Approval Nasdaq

Snell & Wilmer

Time to Consider Option Repricings?

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Given recent declines in equity value in a variety of segments of the economy (technology in particular), a number of clients have asked us what levers are available for retaining talent. While they are rare and while we...more

Stinson - Corporate & Securities Law Blog

NYSE Proposal Addresses Abstentions in Definition of “Votes Cast”

Section 312.07 of the NYSE Listed Company Manual provides that, where shareholder approval is a prerequisite to the listing of any additional or new securities of a listed company, or where any matter requires shareholder...more

Mayer Brown Free Writings + Perspectives

SEC Solicits Comment on NYSE Proposed Changes to Shareholder Approval Rules

On December 16, 2020, the New York Stock Exchange (“NYSE”) filed a proposed rule change to certain of its shareholder approval requirements, which would bring the NYSE’s shareholder approval rules into closer alignment with...more

Mintz

NYSE Extends Waiver of Certain Shareholder Approval Requirements as a Result of Coronavirus (COVID-19)

Mintz on

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

Cadwalader, Wickersham & Taft LLP

COVID-19 Update: NYSE and Nasdaq Adopt Temporary Exceptions to Certain Shareholder Approval Requirements

The NYSE and Nasdaq continue to provide temporary relief from certain of their listing and corporate governance requirements amid the market disruption caused by COVID-19.  In March and April, the NYSE suspended its minimum...more

Locke Lord LLP

NYSE Follows NASDAQ in Temporarily Exempting Some Private Offerings From Shareholder Approval

Locke Lord LLP on

On May 14, 2020, the NYSE adopted temporary rules that will permit its listed companies to issue more than 20% of their presently outstanding common stock in a private placement at a discount without the shareholder approval...more

White & Case LLP

SEC, NASDAQ Provide Additional Guidance and Temporary Exceptions as the Effects of COVID-19 Continue to Impact Public Companies

White & Case LLP on

On May 4, 2020, the staff of the Division of Corporation Finance (“Corp Fin”) at the Securities and Exchange Commission (the “SEC”) published four COVID-19 related FAQs. This additional guidance relates to SEC’s March 25,...more

Manatt, Phelps & Phillips, LLP

Nasdaq Provides Temporary Relief From Shareholder Approval Requirements

On May 4, 2020, in response to the tremendous economic uncertainty and ensuing securities market downturn resulting from COVID-19, the Securities and Exchange Commission approved effective immediately Nasdaq Listing Rule...more

Orrick, Herrington & Sutcliffe LLP

Certain Shareholder Approval Requirements Relaxed as Nasdaq Provides Temporary Exception Due to COVID-19

The SEC declared, effective immediately, as of May 4, 2020, a new Nasdaq rule proposal (“Listing Rule 5636T”), which provides a temporary exception, through June 30, 2020...more

Proskauer Rose LLP

Nasdaq Facilitates Quick Capital Raises In Light of Pandemic

Proskauer Rose LLP on

On May 4, 2020, The Nasdaq Stock Market LLC (“Nasdaq”) adopted a temporary rule waiving until June 30, 2020 key shareholder approval requirements for certain private investments in public equity (“PIPE”) and similar...more

Sullivan & Worcester

Nasdaq Provides Temporary Relief from Shareholder Approval Rules #2

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The Nasdaq Stock Market is temporarily providing an exception from shareholder approval requirements for certain common stock issuances, permitting companies to raise capital quickly to continue running their businesses. The...more

Locke Lord LLP

Nasdaq Temporarily Permits Certain COVID-Related Private Offerings Without Shareholder Approval

Locke Lord LLP on

On May 4, 2020, the Nasdaq Stock Exchange adopted a new temporary rule that permits listed companies to issue more than 20% of their presently outstanding common stock at a discount from current market prices without the...more

Sullivan & Worcester

Nasdaq Provides Temporary Relief from Shareholder Approval Rules

Sullivan & Worcester on

The Nasdaq Stock Market is temporarily providing an exception from shareholder approval requirements for certain common stock issuances, permitting companies to raise capital quickly to continue running their businesses. The...more

Stinson LLP

Nasdaq Provides Temporary Relief From Shareholder Approval Rules for Certain Securities Issuances

Stinson LLP on

The SEC has approved Nasdaq's proposal to temporarily modify certain rules in an effort to streamline listed companies’ access to capital. The rule proposal is immediately effective....more

Goodwin

Financial Services Weekly Roundup: May Introduces Additions And Expansions To Covid-19-related Policies

Goodwin on

In This Issue. The Board of Governors of the Federal Reserve System (Federal Reserve) expanded access to its Paycheck Protection Program Liquidity Facility (PPPLF) to non-bank lenders and expanded the collateral eligible to...more

Cooley LLP

Blog: Nasdaq provides temporary exception to certain shareholder approval requirements

Cooley LLP on

The SEC has declared immediately effective new Nasdaq Rule 5636T, which will provide a temporary exception, through June 30, 2020, from the shareholder approval requirements for certain issuances of 20% or more of the...more

Sheppard Mullin Richter & Hampton LLP

Exchange Relief: NYSE Provides Partial Waiver for Shareholder Approval of PIPE Transactions; Nasdaq Provides Relief Regarding...

The New York Stock Exchange (NYSE) and The Nasdaq Stock Market LLC (Nasdaq) both took action this month to provide issuers with much needed relief in response to the economic downturn caused by the COVID-19 pandemic. We...more

Skadden, Arps, Slate, Meagher & Flom LLP

Form 20-F for Fiscal Year 2019: What Foreign Private Issuers Should Keep in Mind

There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019....more

Skadden, Arps, Slate, Meagher & Flom LLP

NYSE Revises Exceptions to Shareholder Approval Rules

On March 20, 2019, the Securities and Exchange Commission (SEC) approved an amendment to the New York Stock Exchange (NYSE) requirement that listed companies obtain shareholder approval for certain share issuances. The...more

Eversheds Sutherland (US) LLP

SEC approves amendment to Nasdaq 20% rule to relax the market value test

The US Securities and Exchange Commission (SEC) has approved an amendment to Nasdaq Rule 5635(d), also known as the “20% Rule,” to modify the situations in which a company must obtain shareholder approval before it can issue...more

Proskauer Rose LLP

New 20% Rule Offers Greater Clarity and Flexibility for Nasdaq-listed Companies

Proskauer Rose LLP on

On September 26, 2018, the Securities and Exchange Commission approved The Nasdaq Stock Market LLC's proposal to modify the so-called "20% Rule" contained in Nasdaq Listing Rule 5635(d). The modified rule expands the...more

Stinson - Corporate & Securities Law Blog

SEC Approves Revised Nasdaq Rule for Shareholder Approval of Private Placements

The SEC has approved an amendment to Nasdaq Rule 5635(d) to modify the circumstances in which shareholder approval is required for issuances of securities in private placement transactions....more

Cooley LLP

Blog: SEC approves amendments to Nasdaq Rule 5635(d), shareholder approval of certain private issuances

Cooley LLP on

In January, as discussed in this PubCo post, Nasdaq proposed to modify the listing requirements in Rule 5635(d) to - i) change the definition of market value for purposes of the shareholder approval rule and - ii)...more

Mayer Brown Free Writings + Perspectives

SEC Action Deadline Extended on Nasdaq Shareholder Approval Rule Change

As we previously blogged, Nasdaq Stock Market LLC filed a proposed rule change with the Securities and Exchange Commission to change their listing requirements under Nasdaq Rule 5635(d), which relates to shareholder approval....more

Proskauer Rose LLP

Nasdaq Proposes Modifications to 20% Shareholder Approval Rule

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On February 13, 2018, Nasdaq proposed amendments to Listing Rule 5635(d), which currently requires shareholder approval when a company issues common stock (or securities convertible into or exercisable for common stock) for...more

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