On August 26, 2024, the U.S. Securities and Exchange Commission (SEC) issued an order granting approval of The Nasdaq Stock Market LLC’s (Nasdaq’s) proposed rule change, to Nasdaq Rules 5605, 5615, and 5810. These amendments...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains news on...more
On 24 April 2024, the UK Takeover Panel (the Panel) published Public Consultation Paper 2024/1 (the PCP), which proposes a significant change to the applicability of the UK Takeover Code (the Code), by narrowing the scope of...more
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
As public corporations adopt clawback policies for incentive payments before the December 1, 2023 deadline in adherence to the NASDAQ and NYSE listing requirements following implementation of SEC Rule 10D-1, a recent Federal...more
In what will undoubtedly be seized upon by the financial press as another blow to UK equity capital markets, Arm Holdings Limited, the Cambridge-headquartered chip designer which was once courted by Prime Minister Rishi Sunak...more
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
On April 24, 2023, the Securities and Exchange Commission extended the time period to take action on proposed listing standards to implement the Dodd-Frank “Clawback Rules.” As discussed in a previous blog post, the SEC...more
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
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
On May 19, 2021, the Securities and Exchange Commission (SEC) approved Nasdaq’s proposal to permit companies to issue shares and raise capital in primary direct listings conducted on the Nasdaq Global Select Market without...more
On December 22, 2020, the U.S. Securities and Exchange Commission (SEC) approved a proposal by the New York Stock Exchange (NYSE) that allows companies going public via a direct listing to issue new shares and raise capital...more
Direct listings have been gaining traction as an alternative to the traditional IPO approach to going public. A direct listing is the registered sale of a company’s stock and the listing of that company’s stock on an exchange...more
On August 26, 2020, pursuant to delegated authority by the Commission, the SEC’s Division of Trading and Markets approved changes to NYSE listing rules to allow companies to raise capital in connection with a direct listing...more
Because of circumstances arising from the COVID-19 pandemic, Nasdaq and the NYSE have instituted rule changes granting temporary relief from shareholder approval requirements for certain transactions. In this article, we...more
New NYSE Relief Proposal Tracks SEC-Approved Nasdaq Temporary Rule - The SEC approved yet another temporary measure related to the continued listing rules of the New York Stock Exchange on April 21, 2020. This time, the...more
Since we first reported on Securities and Exchange Commission COVID-19-related relief and guidance regarding shareholder meetings and filing deadlines, the SEC staff has further updated its relief and guidance for public...more
On November 26, 2019, the New York Stock Exchange (NYSE) filed a proposed rule change with the Securities and Exchange Commission (SEC) to modify its requirements with respect to direct listings. If approved by the SEC, the...more
In a recently published Practical Law Capital Markets Global Guide 2018 article, “Equity Capital Markets in the United States: Regulatory Overview,” Counsel Brian Hirshberg and Partners Anna Pinedo and Remmelt Reigersman...more
Changes to Notification Requirements - Notifications During Pre-Market Hours. Currently, Rule 202.06 requires listed companies to notify the NYSE at least 10 minutes before they release material news “shortly before the...more