On February 1, 2017, the NYSE issued separate Listed Company Compliance Guidance memoranda for both U.S. companies ("Domestic Companies") and foreign private issuers ("FPIs") listed on the NYSE. Below is a brief overview of several of the developments and ongoing policies covered in the memoranda:
- Proposed Rule Changes Related to Shortened Settlement Cycle. Consistent with the 2016 proposal by the SEC to amend Exchange Act Rule 15c6-1(a) to shorten the standard settlement cycle from T+3 to T+2, the NYSE announced that it has proposed to adopt new NYSE rules to reflect "regular way" settlement as occurring on T+2.
- NYSE MKT Timely Alert/Material News Policy. The NYSE reminded listed companies that Part 4 of the NYSE's Company Guide requires listed companies to release promptly news or information which might be reasonably expected to materially affect the market for the company's securities.
- Changes to the Date of a Listed Company's Earnings Release. Given that a change in the earnings announcement date can sometimes affect the trading price of a company's securities, the NYSE stated that it is important for listed companies to promptly and broadly disseminate to the market: (i) news of the scheduling of earnings announcements and (ii) changes in that schedule.
- Record Dates. The NYSE explained that listed companies are required to notify the NYSE at least 10 calendar days in advance of all record dates set for any purpose.
- Meeting Dates. The NYSE recommended that shareholders receive notice of the listed company's required annual shareholders' meeting, along with proxy materials, at least 20 days before the meeting date.
- Shareholder Meetings and Proxy Materials. The NYSE reminded listed companies that they must solicit proxies for any annual or special meetings of shareholders, and must file three definitive copies of all proxy materials with the NYSE no later than the mailing date of the materials.
- Redemption and Conversion of Listed Securities. The NYSE noted that listed companies should promptly contact their Corporate Actions analyst prior to issuing an announcement about the redemption or conversion of a listed security.
Copies of the memoranda are available at:
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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