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This post discusses three recent updates to Nasdaq listing rules including relating to 1) reverse stock splits, 2) board diversity, and 3) code of conduct waivers.

Reverse stock splits. On November 1, 2023, the U.S. Securities and Exchange Commission (SEC) published an order approving Nasdaq’s proposed rule change relating to notification and disclosure of reverse stock splits. Under the new listing rules, a Nasdaq-listed company conducting a reverse stock split will be required to:Continue Reading Recent Updates to Nasdaq Listing Rules

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) and The Nasdaq Stock Market LLC (Nasdaq) earlier this week. The amended versions of the NYSE and Nasdaq listing standards were discussed in our previous post.Continue Reading SEC Approves NYSE and Nasdaq Clawback-Related Listing Standards

Propose Effective Date of October 2, 2023

[Note: This post has been updated to reflect Nasdaq’s filing of an Amendment No. 1 on June 6, 2023 (posted June 7) proposing to delay the effective date of its clawback-related listing standards until October 2, 2023, consistent with the NYSE’s Amendment No.

Continue Reading NYSE and Nasdaq File Amended Proposed Clawback-Related Listing Standards [Updated]

On April 24, 2023, the U.S. Securities and Exchange Commission (SEC) extended the time period for its review and approval of the clawback-related listing standards from April 27, 2023 to June 11, 2023 (here and here).

As discussed in our previous blog post, Rule 10D-1 of the…

Continue Reading SEC Extends Time for Review of NYSE and Nasdaq Clawback-Related Listing Standards

On February 22, 2023, the New York Stock Exchange (NYSE) and Nasdaq filed proposed rule changes with the U.S. Securities and Exchange Commission (SEC) to adopt listing standards related to the recovery of erroneously awarded executive compensation. These proposed listing standards, which are subject to approval by the SEC, largely follow the requirements outlined in Rule 10D-1 under the Securities Exchange Act of 1934, adopted by the SEC last October. For a detailed discussion of Rule 10D-1, please see our Client Alert. In addition, the NYSE proposal is available here, and the Nasdaq proposal is available here.Continue Reading NYSE and Nasdaq Propose Clawback-Related Listing Standards

On January 17, 2023, the New York Stock Exchange (NYSE) published its annual Listed Company Compliance Guide for NYSE Issuers (Guidance Letter). This year’s Guidance Letter provides useful reminders of NYSE-specific rules and policies. It also includes a reminder of the forthcoming NYSE listing standards to implement the recently adopted clawback rules, which the NYSE (and Nasdaq) must propose no later than February 27, 2023 (see our previous client alert).Continue Reading NYSE Publishes 2023 Annual Guidance Letter