News & Analysis as of

Shareholder Approval Securities Regulation

Wilson Sonsini Goodrich & Rosati

SEC Approves Amended NYSE Rule Relaxing Shareholder Approval Requirements for Equity Sales to Substantial Security Holders

On December 26, 2023, the U.S. Securities and Exchange Commission (SEC) approved a rule change by the New York Stock Exchange (NYSE) narrowing the circumstances under which a listed company must obtain shareholder approval...more

Mayer Brown Free Writings + Perspectives

NYSE Receives Approval to Limit Reach of Shareholder Approval Rule

On December 26, 2023, the Securities and Exchange Commission (“SEC”) approved an amended proposal submitted by the New York Stock Exchange (“NYSE”) that narrows the scope of the NYSE’s shareholder approval requirement for a...more

Stinson - Corporate & Securities Law Blog

NYSE Updates Shareholder Approval Rule

The NYSE amended its shareholder approval rules to make it easier for listed companies to sell securities to passive existing shareholders without obtaining shareholder approval.  The SEC approved the change on an accelerated...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

Mintz - Securities & Capital Markets...

NYSE Amends Shareholder Approval Rules

In April 2021, the Securities and Exchange Commission approved amendments to the New York Stock Exchange’s shareholder approval rules for related party issuances and the issuance of 20% or more of a company’s stock. The...more

Wilson Sonsini Goodrich & Rosati

NYSE Amends Shareholder Approval Requirements

On April 2, 2021, the Securities and Exchange Commission (SEC) approved the proposed rule change filed by the New York Stock Exchange (NYSE) to amend certain of the shareholder approval requirements in the NYSE Listed Company...more

Mayer Brown Free Writings + Perspectives

SEC Approves NYSE Shareholder Approval Amendments

On April 2, 2021, the Securities and Exchange Commission (“SEC”) approved changes initially submitted by the New York Stock Exchange (“NYSE”) in December 2020 that amend certain of its shareholder approval rules....more

Stinson - Corporate & Securities Law Blog

NYSE Completes Amendments to Shareholder Approval and Related Party Requirements

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

Kramer Levin Naftalis & Frankel LLP

NYSE Proposes Amendments to Its Related Party and 20% Shareholder Approval Rules

On Dec. 28, 2020, the New York Stock Exchange (NYSE) proposed amendments to its rules requiring shareholder approval prior to the issuance of securities to Related Parties or in excess of 20% of the issuer’s voting power or...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

Mayer Brown Free Writings + Perspectives

Proposed Changes to NYSE Shareholder Approval Rules

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

Mintz - Securities & Capital Markets...

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

As discussed in our earlier Viewpoints advisories, the New York Stock Exchange temporarily allowed NYSE-listed companies to complete certain capital raising transactions involving related party issuances or the issuance of...more

Mayer Brown Free Writings + Perspectives

SEC Approves Further Extension of NYSE’s Relief from Shareholder Approval Rule

On September 28, 2020, the US Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the New York Stock Exchange’s (“NYSE”) proposal to further extend its waiver of the shareholder approval...more

Orrick, Herrington & Sutcliffe LLP

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

The SEC declared, effective immediately as of May 14, 2020, a new NYSE rule proposal which provides a temporary exception through June 30, 2020 from the shareholder approval requirements for specified issuances of 20% or more...more

Stinson - Corporate & Securities Law Blog

NYSE Adopts Temporary Rule Modifying Shareholder Approval Requirements for Equity Issuances

The SEC has approved, effective immediately, new Section 312.03T of the NYSE Listed Company Manual.  Section 312.03T provides a limited, temporary exception from the shareholder approval requirements in Section 312.03(c),...more

Mayer Brown Free Writings + Perspectives

SEC Approves NYSE’s Temporary Relief from Shareholder Approval Rule

On May 14, 2020, the Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, a rule filing from the New York Stock Exchange (“NYSE”) granting temporary relief from the shareholder approval...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

Stinson - Corporate & Securities Law Blog

NYSE Waives Shareholder Approval Requirements in Response to COVID-19

On April 6th, the Securities and Exchange Commission approved the New York Stock Exchange’s request to provide temporary waivers of the shareholder approval requirements applicable to certain kinds of equity issuances under...more

Akin Gump Strauss Hauer & Feld LLP

NYSE Temporarily Waives Certain Shareholder Approval Requirements to Mitigate Liquidity Constraints Caused by COVID-19

On April 6, 2020, the Securities and Exchange Commission (SEC) approved and declared immediately effective a proposed rule change filed by the New York Stock Exchange LLC (NYSE) temporarily waiving through June 30, 2020,...more

Cadwalader, Wickersham & Taft LLP

COVID-19 Update: NYSE Temporarily Waives Certain Shareholder Approval Requirements

In order to provide temporary relief to listed companies that may have urgent liquidity needs as a result of the market disruption caused by COVID-19, the New York Stock Exchange has...more

Mayer Brown Free Writings + Perspectives

SEC Approves NYSE’s Temporary Relief for Listed Companies

On April 6, 2020, the Securities and Exchange Commission (“SEC”) approved, with immediate effectiveness, the proposal filed by the New York Stock Exchange (“NYSE”) with the Commission on April 3, 2020 to waive certain...more

Orrick, Herrington & Sutcliffe LLP

NYSE Temporarily Relaxes Shareholder Approval Requirements for Certain Equity Issuances

The SEC has approved and declared immediately effective an NYSE proposed rule change to waive, through June 30, 2020, and subject to compliance with conditions, application of certain of the shareholder approval requirements...more

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