Nyse listed company manual 03(b) of the NYSE Listed Company Manual regarding the shareholder approval requirements for sales of securities to substantial security holders of the company. 7 This includes the requirement to maintain a minimum of 400 round lot holders. The Exchange proposes to amend Sections 312. 06 (Minimum Numerical Standards - Acquisition Companies) as an To delist from the NYSE, Rule 806. 07 of the NYSE Listed Company Manual. What are the transitions provided for a company that is listing in conjunction with NYSE Listed Company Manual * * * * * 907. 00 per share average closing price over a consecutive 30 trading-day period for continued listings NYSE Group or its subsidiaries which, if such relationship or interest existed with respect to a Listed Company on NYSE Stock Exchange LLC, would preclude a Director of the Listed Company from being considered an independent Director of the Listed Company pursuant to Section 303A. Rule Change Details The SEC recently approved an amendment to Section 202. (“NYSE” or “Exchange”) filed Notice of Withdrawal of Proposed Rule Change to Amend the NYSE Listed Company Manual to Adopt Listing Standards for Natural Asset Companies Author: U. [2]3 It also monitors and enforces listed companies’ compliance with applicable listing standards of the NYSE Exchanges. 01E of the NYSE Listed Company Manual. 01D of the NYSE Listed Company Manual Concerning the Suspension and Delisting of a Listed Company that has Changed its Primary Business Focus Order Instituting Proceedings to Determine Whether to Approve or Disapprove a Proposed Rule Change to Amend the NYSE Listed Company Manual to Adopt Listing Standards for Natural Asset Companies. 06(B). 04B are treated the same as domestic operating companies (including the fees applicable to domestic operating companies set forth in NYSE Listed Company Manual’s (“LCM”) Sections 303A. Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendment No. SR-NYSE-2024-48 (3 Documents) Date Action Title; 01/22/2025 Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendment No. On April 29, 2024, the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act” or “Exchange Act”) [] and Rule 19b-4 thereunder, [] a proposed rule change to amend Section 703. 102. ). 10 of the NYSE-listed company manual requires a company to provide prompt notice of changes to executive officers. 12 (below) is operative. 07 provides that, where shareholder approval is a prerequisite to the listing of any additional or new securities of a listed company, or where the NYSE rules require shareholder NYSE Listed Company Manual * * * * * 303A. If issuing material news between the hours of 7:00 am and 4:00 pm, listed companies are required to call the NYSE's Market Watch & Proxy Compliance team at least ten minutes in advance of issuance and a copy of the press release or other Reg-FD compliant method must be submitted via Accordingly, any listed company that fails to file a quarterly or annual report by the date on which it is due to be filed with the SEC will be subject to the compliance procedures set forth in Section 802. I. companies. SR-NYSE-2024-47 (4 Documents) Date Action Title; 03/11/2025 Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Designation of a Longer Period for Commission Action on Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. Supplemental links Section 802. 06 of the NYSE Listed Company Manual to Prohibit Listed Companies From Issuing Material News After the Official Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendment No. The document also references specific sections of the Listed NYSE Listed Company Manual * * * * * Section 2 ² Disclosure and Reporting Material Information * * * * * 202. When the announcement of news of a material event or a statement dealing with a rumor which calls for immediate release is made between 7:00 A. A flat Listing Fee of $85,000 will be applied at the time a company first lists pursuant to Section 102. The proposed rule change is available on the Exchange’s website at NYSE Listed Company Manual ***** 902. domestic companies under the New York Stock Exchange Listing Standards The practices and procedures of CIBC's management and Board of Directors foster compliance with legal and regulatory governance rules and industry best practices. The Manual covers regulations on how a corporation's board should be composed, its internal audit and remuneration committees function, the voting rights of stockholders Companies listed on the Exchange must comply with certain standards regarding corporate governance as codified in this Section 303A. 902. 12 will remain operative until the Exchange notifies listed companies that Version B of the first paragraph of Section 204. 2021, unless the SEC designates an earlier operative date. Self -Regulatory Organizations ; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change Amending 303A. to Amend Section 303A of the NYSE Listed Company Manual Relating to Corporate Governance Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”),1 and Rule 19b-4 thereunder,2 notice is hereby given that on August 3, 2004, the New York Stock (Release No. Section 312. 06 Minimum Numerical Standards - Acquisition Companies * * * * * An AC must have a closing price or, if listing in connection with an IPO, an IPO price per share of at least $4 at the time of initial listing. In particular, the NYSE has amended Section 312. 1, to Amend Section 802. 22, 311. S. 5. 01 requires a NYSE-listed company to have a majority of independent directors on its board of directors. [Release No. * * * * * (F) Only adjustments arising from events specifically so indicated in the company's SEC filing(s) as to both categorization and amount can and must A company that violates the Price Criteria Rule has six months to cure the deficiency under Section 802. 400 (A) and The most relevant differences between TSMC corporate governance practices and NYSE standards for listed companies are as follows: NYSE Standards for US Companies under Listed Company Manual Section 303A TSMC Corporate Practices NYSE Section 303A. This handbook also references rules and guidelines that apply to these companies as a result Summary of significant differences between the governance practices of CIBC and those required of U. A company that fails to file its annual report (Forms 10 -K, 10- KSB, 20- F, 40- F or N - The Exchange proposes to amend Section 102. 2 and 3 Thereto to Amend Section 303A of the NYSE Listed Company Manual Relating to Corporate Governance I. Release Number. A complete text of Exchange rules can be found online in the NYSE Listed Company Manual (“Listed Company Manual”) which has a search feature and a “What’s New” tab to highlight recent rule amendments. 6. (Release No. 03 of the NYSE Listed Company Manual On November 19, 2021, the SEC approved the NYSE’s proposed amendment to the shareholder voting requirement set forth in Section 312. General Application NYSE Standards for U. 34-100460 (the “Proposal”). This New York Stock Exchange (NYSE) listed company manual. 00 Pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (the “Act”),1 and Rule 19b-4 thereunder,2 notice is hereby given that on November 21, 2022, New York Stock Exchange LLC (“NYSE” or the “Exchange”) filed with the Securities and Exchange On December 26, 2023, the Securities and Exchange Commission approved New York Stock Exchange rule amendments limiting the “substantial securities holders” to which the shareholder approval requirements of Section 312. If a provision of the Listed Company Manual requires a company to give notice to 2024 NYSE American Listed Company Compliance Guidance Memo. RE: Listed Company Compliance Guidance for NYSE Issuers DATE: January 17, 2023 Each year, the staff of NYSE Regulation prepares a guidance memo for important rules and policies applicable to companies listed on the New York Stock Exchange (“NYSE” or the “Exchange”). In order to facilitate an orderly closing process, companies [that intend to] The New York Stock Exchange (“NYSE”) recently amended its rules regarding related party transaction approval requirements. 06 of the NYSE Listed Company Manual To Allow an Acquisition Company To Contribute a Portion of Its Trust NYSE Listed Company Manual. 01C of the Listed Company Manual, Clarifying that the Exchange Uses the Closing Price Reported on the Consolidated Tape The Exchange proposes to [sic] new Section 312. SR (Release No. 01C (“Price Criteria for Capital or Common Stock”) of the NYSE Listed Company Manual (the “Manual”) provides that a listed company will be considered to be below compliance standards if the average closing price of a 1 15 U. 03 of the NYSE Listed Company Manual Pursuant to Section 19(b)(1)1 2of the Securities Exchange Act of 1934 (“Act”) and Rule 19b-4 thereunder,3 notice is hereby given that on December 16, 2022, New York Stock Exchange LLC (“NYSE” or the “Exchange”) filed with the Securities and Exchange NYSE closing price and trading prices on other markets after the NYSE official closing time and before the NYSE closing auction is completed, which can be after 4:00 p. 03 and 902. 03 of the NYSE’s Listed Company Manual requires companies to obtain shareholder approval before issuing common stock (or securities convertible into or exercisable for common stock) in a private placement that constitutes 20% or more of the company’s pre-transaction outstanding common stock or voting power at a discounted price NYSE Listed Company Manual (“Manual”) to require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers. 12 Dividends and Stock Distributions . 34-101306; File No. There are two types of fees applicable to listed issuers - Listing Fees and Annual Fees. To this end, the NYSE has also amended Section 202. 14 is The Exchange proposes to amend Sections 902. 34-90020; File No. The NYSE notes in the filing that proposed Section 303A. 01C of the NYSE Listed Company Manual (Price Criteria for Capital or Common Stock) to Restrict the Use of Reverse Stock Splits Section 312. Section 902. 02(a) currently provides that no director is independent unless the board of directors affirmatively determines that he or she has no material relationship with the listed company (directly or as a partner, shareholder or (Release No. 00 over a consecutive 30 trading-day period (the “Price Criteria”). 01, 401. Uniform Title NYSE Listed Company Manual (Online) Imprint New York Stock Exchange, Inc. or. The views expressed herein are my own and do not necessarily reflect the views of my law firm or its partners and clients. Blast Emails: 04. Section 802. Often, to regain compliance under the listing standards during the Cure Period, companies have resorted to effecting reverse stock splits to increase their share price. 01F require listed companies to have in place policies and procedures for recovery of erroneously awarded compensation, subject NYSE Listed Company Manual * * * * * 802. See Sections 102. 144 J. C. e. 07 of the NYSE Listed Company Manual to address the calculation of votes cast where shareholder approval This document provides the numerical standards for listing and maintaining listing on the NYSE for domestic and non-U. On December 26, 2023, the SEC approved an NYSE rule change to make it easier for listed companies to raise money from existing substantial shareholders. Introduction On August 23, 2021, the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed The NYSE's director independence standards are set forth in Section 303A. Introduction On December 11, 2019, New York Stock Exchange LLC (“NYSE” or the “Exchange”) The Exchange proposes to amend Section 802. 1 Companies wishing to list on the NYSE may be doing so because they: (1) are conducting an initial public offering (IPO) or a distribution spinoff, (2) Justia Regulation Tracker Agencies And Commissions Securities And Exchange Commission Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Withdrawal of Proposed Rule Change To Amend the Requirements of Section 102. 06 of the NYSE Listed Company Manual for NYSE listed issuers; Section NYSE Listed Company Manual Pursuant to Section 19(b)(1)1 of the Securities Exchange Act of 1934 (the “Act”)2 and Rule 19b-4 thereunder,3 notice is hereby given that, on September 16, 2021, New York Stock Exchange LLC (“NYSE” or the October 4, 2024. 00 to Create a Uniform Method for a Company to Provide Notice to the Exchange When Required Pursuant to Sections 204. Updated periodically. (See Section 202. SR -NYSE -2013 -40) July 2, 2013 . The following is the text of Section 802. A complete text of Exchange rules can be found online in the NYSE The NYSE Listed Company Manual is a set of regulations applicable to all corporations who wish to sell securities by listing themselves on the New York Stock Exchange. The Exchange proposes to amend the requirements of Section 102. 00 of the Exchange s Listed Company Manual to Provide a One - Year Transition Period to Comply with the Internal Audit Requirement of Section 303A. 01C of the NYSE Listed Company Manual currently provides that a listed company will be considered non-compliant if the average closing price of its security is less than $1. 12(a) of the New York Stock Exchange Listed Company Manual, I hereby certify that as of the date hereof I am not aware of any violation by the Company of NYSE’s corporate governance listing standards. , the average (Release No. SR-NYSE-2024-56: 2024-09-23: The Exchange proposes to amend the NYSE Listed Company Manual (“Manual”) to adopt a new listing standard for the listing of Natural Asset Companies. 14 of the NYSE Listed Company Manual meaning set forth in the NYSE Listed Company Manual. NYSE MKT是纽交所中小板市场，其前身为纽交所于2008年收购的 美国证券交易所 NYSE Listed Company Manual ***** 202. 00 over a consecutive 30 trading-day period (Release No. 2, 2018). August 13, 2024. 07 has been revised to remove the requirement that the total votes cast on proposals requiring shareholder approval under the NYSE rules must [] NYSE Listed Company Manual * * * * * 102. Act of 1934 (the “Act”)1 and Rule 19b-4 thereunder,2 New York Stock Exchange LLC (“NYSE” or the “Exchange”) proposes to amend Sections 902. 1, to Amend the NYSE Listed Company Manual to Revise the Shareholder Approval Requirements in Sections 312. Reserved 1/4/10. Visit the Listing section of the NYSE website to find resources for companies seeking to list, including company manuals, listing standards, and listing fees. A complete text of Exchange rules can be found online in the NYSE Listed NYSE Listed Company Manual . 01C of the NYSE Listed Company Manual (Price Criteria for Capital or Common Stock) to Limit the Use of Reverse Stock Splits to Regain Compliance with the Price Criteria in Certain Circumstances. 8 Nasdaq Listing Rules, Rule IM-5315-1 (adopted Feb. 2, to Amend Section 802. 34-90768; File No. 06 Procedure for Public Release of Information; Trading Halts * * * * * [Advisory: The Exchange asks] (D) Issuance of Material News Shortly After Exchange Close . 2 See Saba Capital Master Fund, Ltd. 34-99992; File No. The proposed rule change is available on the Exchange’s Sections 312. SR-NYSE-2024-35 (5 Documents) Date Action Title; 02/07/2025 Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Withdrawal of a Proposed Rule Change To Amend Section 302. 01D of the NYSE Listed Company Manual. 14 of the NYSE Listed Company Manual or Section 811 of the NYSE American Company Guide by December 1, 2023 and confirm to the Exchange no later than December 31, 2023 via Listing Manager, either: 1) its adoption of a compensation recovery policy by December 1, 2023 or 2) its Act of 1934 (the “Act”)1 and Rule 19b-4 thereunder,2 New York Stock Exchange LLC (“NYSE” or the “Exchange”) proposes to amend Section 302. Online. 00 of the NYSE Listed Company Manual Pursuant to Section 19(b)(1)1 of the Securities Exchange Act of 1934 (the “Act”)2 and Rule 19b-4 thereunder,3 notice is hereby given that on August 19, 2021, New York Stock Exchange LLC (“NYSE” or the “Exchange”) filed with the Securities and Exchange New York Stock Exchange Listed Company Manual 303A. The term “immediate family member” with respect to any Director has the meaning set forth in the NYSE Listed Company Manual. SR-NYSE-2024-21) April 19, 2024 Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. The formal approval comes after the NYSE instituted a temporary waiver of these rules due to the [] NYSE Listed Company Manual * * * * * 102. SR-NYSE-2017-32) August 29, 2017 Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change to Amend Section 202. 06 Minimum Numerical Standards - Acquisition Companies . It covers topics such as disclosure, corporate We would like to show you a description here but the site won’t allow us. 14 of the NYSE Listed Company Manual to require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers. We have included items that are new below, with important NYSE Listed Company Manual Section 303A Corporate Governance Standards Frequently Asked Questions Revised January 4, 2010 Section A - Questions with Respect to The Exchange proposes to adopt new Section 303A. 03(b) of the NYSE Listed Company Manual to Modify the Circumstances Under Which a Listed Company Must Obtain Shareholder Approval of a Sale of proposed rule change to amend Sections 312. The Rule Proposal, filed with the Securities and Exchange Commission (SEC), amended Section 314. 01C A company must meet one of the following financial standards. m. 19b-4. 5 requires that an issuer comply with the following procedures: • Give written notice to the NYSE of the intent to withdraw a class of securities from listing and/or registration; • Publish a press release providing notice of the delisting and the intention and This template may be used to prepare corporate governance guidelines for a company listed on the New York Stock Exchange (NYSE). SR-NYSE-2020-79) September 28, 2020 Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change to Extend its Waiver of the Application of Certain of the Shareholder Approval Requirements in Section 312. 00 Corporate Governance Standards The following is the operative text of Section 303A . 03, 312. The Memo describes new rules and important reminders for all NYSE-listed companies, with any rule or policy distinctions for domestic versus foreign private issuers (FPIs) identified within. 11, 303A. II. 06 Procedure for Public Release of Information; Trading Halts * * * * * (B) Telephone Alert to the Exchange; Trading Halts. SR-NYSE-2019-67) December 22, 2020 . Resources. and important rules and policies applicable to companies listed on the New York Stock Exchange (“NYSE” or the “Exchange”). In determining whether a company is a shell company, the Exchange will On January 31, 2024, the New York Stock Exchange (the NYSE or the Exchange) issued its annual Listed Company Compliance Guidance Memo for 2024 (the Memo). Under amended Section 312. 00 of the NYSE Listed Company Manual (the “Manual”) to change the threshold for listed companies to benefit from the exemptions from the NYSE compensation committee requirements applicable to smaller reporting companies so that all companies that qualify for smaller reporting company status The Exchange proposes to amend Section 102. 01D of the NYSE Listed Company Manual Pursuant to Section 19(b)(1)1 of the Securities Exchange Act of 1934 (“Act”)2 and Rule 19b-4 thereunder,3 notice is hereby given that on April 4, 2024, New York Stock Exchange LLC NYSE Regulation 11 Wall Street New York, New York 10005 Page 1 of 8 TO: NYSE American Listed Company Executives FROM: NYSE Regulation RE: Listed Company Compliance Guidance for NYSE American Issuers DATE: January 9, 2020 Each year, the staff of NYSE Regulation prepares a guidance memo for important rules and policies Before the new amendments, Section 312. Under Section 303A of the NYSE Listed Company Manual, NYSE-listed non-US companies may, in general, follow their home country corporate governance practices in lieu of most of the new NYSE corporate governance requirements. 04 of the NYSE Listed Company Manual To Modify the Circumstances Under Which a Listed Company Must Obtain Shareholder Approval of a Sale of Securities Below the Minimum Price to a Substantial Security Holder of the Company); 100816 (Aug. Introduction . Self-Regulatory Organizations; New York Stock Exchange LLC; Order Setting Aside Action by Delegated Authority and Approvinga Proposed Rule Change , as Modified by Amendment No. 00 Introduction * * * * * Compliance Dates. 08 and 312. 04(e), Section 314. M. 1, To Amend Section 102. The proposed rule change is available on the Exchange’s website at The NYSE's amendment filed this week also makes clear that certain categories of issuers, such as foreign private issuers and companies listing only preferred or debt securities, will be required to comply with the new clawback listing standards like domestic issuers. 21, 204. 13, 2019). This edition is the result of a major effort to applicable to companies listed on the New York Stock Exchange (“NYSE” or the “Exchange”). BlackRock Municipal Income Fund, Inc. 02(a)(i) (“An independent director is one who the board of directors affirmatively determines has no material relationship with the company, either directly or as an officer, partner or stockholder of a company that has a relationship with the company. The Proposals conform closely to the SEC’s rule, which had provided the Exchanges with little discretion in their rulemaking on the subject. Example 1 - A company’s registration statement is declared effective on January 15, 2004, the company lists on the NYSE on January 16, 2004, and the company does not hold an annual meeting prior to October 31, 2004. Listed Company” means a company (other than a NYSE Listed Company ManualのSection 303A. Introduction On November 22, 2017, New York Stock Exchange LLC (“NYSE” or the “Exchange”) Section 802. 21, 2023. File No. com, at the principal office of the Exchange, and at the Commission’s Rule 303A. Consistent with the NYSE's traditional approach, as well as the requirements of the Sarbanes-Oxley Act of 2002, certain provisions of Section 303A are applicable to some listed companies but not to others. 01B A Company must demonstrate an aggregate market value of publicly-held shares of $40,000,000 for companies that list either at the time of their initial The rules amend the NYSE Listed Company Manual to add Sections 303A. Introduction On August 3, 2004, the New York Stock Exchange, Inc. 14 and 802. Reserved. primary purpose is to actively manage, maintain, restore (as applicable), and grow the value of . 06. 00 of the NYSE Listed Company Manual (the The Qualification, Listing and Delisting of Companies → 5000. 06, 204. Version A: This Version A of the first paragraph of Section 204. In order to list on the NYSE, a foreign private issuer must comply with certain corporate governance standards set out in the NYSE's listed company manual (see section 5 below). (“Exchange” or “NYSE”) filed with the The Independence Rules of the New York Stock Exchange The NYSE corporate governance standards are enumerated in Section 303A of the NYSE Listed Company Manual. For purposes of this Section 102. Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change to Amend Section 802. 11 Listing Fees for Acquisition Companies . The Annual Fee is equal to the greater of the The New York Stock Exchange Listed Company Manual is the source of all topical information on the rules and requirements of listing or delisting a company on the New York Stock Exchange. If rumors or unusual market activity RE: Listed Company Compliance Guidance for NYSE Issuers DATE: January 9, 2020 Each year, the staff of NYSE Regulation prepares a guidance memo for important rules and policies applicable to companies listed on the New York Stock Exchange (“NYSE” or the “Exchange”). As provided in Section 902. 01A A company must meet one of the following distribution criteria: Companies listing in connection with an IPO: Number of holders of 100 shares or more or of a unit of trading if less than 100 shares . This template includes practical guidance, drafting notes, and optional clauses. 00 of the NYSE Listed Company Manual (“Manual”) to exempt closed-end funds registered under the 1940 Act from the requirement to hold annual shareholder meetings. 12(II) of the NYSE Listed NYSE-listed companies are required to file an Annual Written Affirmation each calendar year through Listing Manager, affirming compliance with the NYSE’s corporate governance listing standards set forth in Section Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Amendment No. New York Stock Exchange, issuing body. 34-81494; File No. The first step in the application process is to contact NYSE to Find the rules and rule amendments of all NYSE exchanges, including NYSE, NYSE American, NYSE Arca, NYSE National and NYSE Chicago. 2, 2018) [hereinafter NYSE LCM]; NYSE Rules, Rule 15(c), Rule 104(a)(2), Rule 123D(d) (amended Feb. On August 22, 2024, New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) [] and Rule 19b-4 thereunder, [] a proposed rule change to amend Section 102. 00 effective through June 30, 2013: 303A. 03 of the NYSE Listed Company Manual outline the NYSE's shareholder approval requirements, including the matters on which shareholders may be required to vote. 2 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. On June 21, 2024, the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Exchange Act”) [] and Rule 19b-4 thereunder, [] a proposed rule change to amend Section 302. 06 of the NYSE Listed Company Manual, which requires listed companies to provide notification at least 10 minutes in advance of any announcement of material news that is released between 7:00 AM ET and 4:00 PM ET. 00 Fees for Listed Securities ***** 902. Added Corporate Author. The new rules must be complied with by listed companies by the earlier of the first annual meeting of shareholders after Jan. and Notice of Filing and Order Granting Accelerated Approval to Amendment Nos. 01E SEC Annual Report Timely Filing Criteria . 09, a Natural Asset Company (“NAC”) is a corporation whose . 4. 04 of the NYSE Listed Company Manual (“Manual”) to modify the price requirements that companies must meet to avail themselves of certain exceptions from the shareholder approval requirements set forth in Section 312. 01D of the NYSE Listed Company Manual (“Manual”) to provide the Exchange with discretion to Section 804. A complete text of Exchange rules can be found online in the NYSE On July 11, 2013, the Securities and Exchange Commission published a proposal by the New York Stock Exchange to amend Section 312. 06 of the NYSE Listed Company Manual to Provide that a Special Purpose Acquisition 2024, New York Stock Exchange LLC (“NYSE” or the “Exchange”) filed with the Securities and Exchange Commission (the “Commission”), pursuant to Section 19(b)(1) 1. 00 Introduction * * * * * Compliance Dates * * * * * A Company Ceases to Qualify as a Foreign Private Issuer To the extent a foreign private issuer ceases to qualify as Modified by Amendment No. 00 of the Manual if that listed company has changed its primary business (Release No. 04 and the Requirements for Related Party Transactions in Section 314. 01C has been amended to modify the application of the minimum bid-price compliance periods where a listed company takes a corporate action to achieve compliance with the requirement to maintain a $1. 2 17 CFR 240. NYSE Listed Company Manual Section 303A was published by 55740 on 2015-06-06. 06 of the NYSE Listed Company Manual (“Manual”) to provide that a special purpose acquisition company (“SPAC”) can remain listed until forty-two months from its original listing date if it has entered into a definitive agreement with respect to a business combination within three years of listing. Learn how to submit corporate governance The SEC approves the NYSE's proposed rule change to amend Section 312. 34-99355; File No. 17, 204. and 4:00 P. Matthew DeLesDernier, NYSE Listed Company Manual * * * * * Section 1 The Listing Process * * * * * 102. All references to New York Stock Exchange LLC, NYSE American LLC, or NYSE National, Inc. 00 of the NYSE Listed Company Manual (“Section 314. 04 of the NYSE Listed Company Manual to modify the circumstances under which a listed company must obtain shareholder approval In 2013, the New York Stock Exchange (the “NYSE”) implemented various amendments to the rules contained in its Listed Company Manual (the “Manual”), which governs the requirements for Section 204. 1 For purposes of Section 303A, the term "executive officer" has the same meaning specified for the term The complete set of Exchange rules can be found online in the NYSE Listed Company Manual (“Listed Company Manual” or “LCM”). 01 Minimum Numerical Standards – Domestic Companies – Equity a listed company which qualified for initial listing as an acquisition company under Section 102. 01 of the NYSE Listed Company Manual File No. 34-98662; File No. The proposed rule change was published for comment in the Federal York Stock Exchange, Inc. 02 and 902. 03 and 312. 01 Minimum Numerical Standards Domestic Companies Equity Listings * * * * * 102. 01E of the Listed Company Manual Pursuant to Section 19(b)(1)1 of the Securities Exchange Act of 1934 (“Act” or “Exchange Act”)2 and Rule 19b-4 thereunder,3 notice is hereby given that on October 26, 2005, the New York Stock Exchange, Inc. RE: Listed Company Compliance Guidance for NYSE Issuers DATE: January 14, 2021 Each year, the staff of NYSE Regulation prepares a guidance memo for important rules and policies applicable to companies listed on the New York Stock Exchange (“NYSE” or the “Exchange”). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority. 802. 00 of the On August 19, 2021, the New York Stock Exchange ("NYSE") filed a proposal to amend its related party transaction rule for a second time in 2021. In response to each item below, please check the box beside the single affirmation that is most applicable to the Company. To access a complete text of New York Stock Exchange Listed Company Manual 303A. Following receipt of notice of non-compliance, the company has ten business days to notify the NYSE of its intent to cure the deficiency On September 26, 2023, the NYSE filed a proposed rule change to amend Section 312. 06 of the NYSE Listed Company Manual to Prohibit Listed Companies From Issuing Material News After the Official Closing Time for the Exchange’s The NYSE has proposed new Section 303A. The Exchange will consider on a case-by-case basis the appropriateness for listing of companies ("acquisition companies" or "ACs") with no prior operating history that Today’s column focuses on new rules of the New York Stock Exchange (NYSE) and the NASDAQ Stock Market (NASDAQ) concerning independence requirements for directors who are members of compensation committees. SR-NYSE-2023-34) September 29, 2023 Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change to Amend Section 312. 34-99225. New York Stock Exchange Listed Company Manual 303A. NYSE Listed Company Manual. 2. 01 Minimum Numerical Standards—Domestic Companies—Equity Listings * * * * * 102. , NYSE Arca Equities, Inc. Under Section 312. 01C of the NYSE Listed Company Manual (Price On January 31, 2024, the New York Stock Exchange (NYSE) published its 2024 Listed Company Compliance Guidance Memo. Unlike the Form 8-K, there is no exception in the NYSE notification requirement for reporting the death of an executive officer. 01C of the NYSE Listed Company Manual (Price Criteria for Capital or Common Stock) to Limit the Use of Reverse Stock Splits to Regain Compliance INSTRUCTIONS: Companies listed on the Exchange must comply with the corporate governance requirements set forth in Section 303A of the NYSE Listed Company Manual (the “Manual”). Recently, the Securities and Exchange Commission (the “SEC”) approved1 proposed amendments to the New York Stock Exchange LLC (the “NYSE”) Listed Company Manual (the “Manual”)2 NYSE Listed Company Manual * * * * * SECTION 102. 02(a) or (b) of the Listed Company Manual. In addition, at any time These notification requirements are separate from the requirement of Section 202. Gifts by the Company shall not favor charities on which any Director serves as an executive officer or member of the board of Check Pages 1-14 of NYSE Listed Company Manual Section 303A in the flip PDF version. 1 The full text of the timely alert policy can be found in Section 202. 07 of the NYSE Listed Company Manual (Manual). 00 over 30 trading days. In Corporate governance standards are designed to guide the management and oversight of companies. Absent an applicable exemption as set forth in the rules, issuers will be required to adopt a compensation recovery policy no later than Section 802. SEC Issue Date. 01F, requiring listed companies to have in place policies and procedures for recovery of erroneously awarded NYSE Listed Company Manual * * * * * Section 303A. NYSE-listed companies can report such changes via the NYSE’s interactive, web-based tool Self-Regulatory Organizations; New York Stock Exchange LLC; Order Granting Approval to Proposed Rule Change Amending the Listed Company Manual Section 204. Find the NYSE Listed Company Manual, which contains the rules and procedures for listed companies on NYSE, and the guidance memos and blast emails issued by NYSE. SR-NYSE-2007-36) April 3, 2007 Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing and Immediate Effectiveness of Proposed Rule Change Relating to Section 802. 03 Fees for Listed Equity Securities * * * * * Listing Fees Listing Fees Schedule. A complete text of Exchange rules can be found online in the NYSE Listed Company Manual (“Listed Company Manual”). 02 General Information on Fees . 09 Natural Asset Companies . NYSE Listed Company Manual * * * * * 102. The text of the proposed rule change is set forth in Exhibit 5 attached hereto. Order Rule: SEC Issued Version (pdf 269. The NYSE issued clarifications to certain FAQs on the Rule on August 18, 2016, which are summarized in the following memo. Imprint [New York, New York] : [New York Stock Exchange] Distributed [St. 00 Domestic Companies 102. A notice of the proposed rule change for publication in the Federal Register is attached hereto as The Exchange proposes to amend the NYSE Listed Company Manual (“Manual”) to adopt a new listing standard for the listing of Natural Asset Companies. 00”) now requires a company’s audit committee or another independent body of a company’s board of directors to review in advance all “related party RE: Listed Company Compliance Guidance for NYSE Issuers DATE: January 10, 2018 Each year, the staff of NYSE Regulation prepares a guidance memo for important rules and policies applicable to companies listed on the New York Stock Exchange (“NYSE” or the “Exchange”). 03(b) and 312. Listing Fees the first time an issuer lists a class of common shares are charged at a flat rate of $295,000 and are charged at a flat rate of $5,000 when an issuer lists an additional class of common shares (including tracking stock). Listed Company” means a company (other than a Member Organization) whose securities are listed on an Exchange. 01 Minimum Numerical Standards – Domestic Companies – Equity Listings * * * * * Section 102. A complete text of Exchange rules can be found online in the NYSE See Section 1 of the NYSE Listed Company Manual for a more complete description of the initial listing standards. The Exchange proposes to amend Section 302. The proposed rule change is available on the Exchange's website at www. it hereby is, approved on an accelerated basis. However, all NYSE-listed foreign private issuers must comply with NYSE Sections 303A. The term “U. 03T of the NYSE Listed Company Manual (the “Manual”) to provide a temporary exception through June 30, 2020 from the application of certain of the shareholder approval requirements set forth in Sections 312. nyse. 26, 2024), 89 FR 70674, 70677-78 The NYSE filed a proposed rule change to amend Section 312. 02 of the NYSE Listed Company Manual to clarify that for purposes of qualifying for the Investment Management Entity Group Fee Discount, an Investment Management Entity is a company that is listed on the Exchange or another national securities exchange. Contents/Summary. 03 of the NYSE Listed Company Manual (the “Manual’) to amend its initial listing fee and certain of its annual fees charged to listed issuers. Securities and Exchange Commission, the rule would provide the NYSE with discretionary authority to commence immediate suspension and delisting proceedings for a listed company that has The Company shall make disclosure of any charitable relationship that a U. 34-55574; File No. and The Exchange proposes to amend Section 303A. On June 18, 2013, New York Stock Exchange LLC ( NYSE or the Exchange ) filed with the Securities and Exchange Commission ( Commission ), pursuant NYSE in line with the Telephone Alert Policy together with a copy of text promptly conveyed to the NYSE at least 10 minutes procedures. 03 of the NYSE Listed Company Manual (“Manual”) to provide a limited exemption from the shareholder approval requirements of that rule for listed closed-end funds. 01B of the NYSE Listed Company Manual. 12(c). 08 Shareholder Approval of Equity Compensation Plans * * * * * Definition of Equity-Compensation Plan An "equity-compensation plan" is a plan or other arrangement that provides for the delivery of equity securities (either newly issued or treasury shares) of the listed company Effectiveness of Proposed Rule Change to Provide a Longer Period for Listed Companies to 2020, New York Stock Exchange LLC (“NYSE” or the “Exchange”) filed with the Securities and Exchange Commission (“Commission”) the proposed rule change as described in Items I and II below, which Items have Manual (i. NYSE Listed Company Manual ***** 902. 14 of the NYSE Listed Company Manual (“Manual”) to require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers. The NYSE continues to encourage companies to hold post-market news releases until 4:15 p. A complete text of Exchange rules can be found online in the NYSE On February 22, 2023, New York Stock Exchange LLC (“NYSE” or the “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934 (“Act”)1 2and Rule 19b-4 thereunder, a proposed rule change to adopt new Section 303A. The following is the form of Section 907. 01C of the NYSE Listed Company Manual provides that a listed company will be considered to be out of compliance if the average closing price of a security as reported on the consolidated tape is less than $1. One noteworthy item that staff wants to highlight at the outset is each issuer’s obligation to submit and NYSE Listed Company Manual ***** 902. Nasdaq Listing Rules ; 5100. 89 KB) NYSE Listed Company Manual, Section 303A. Update: On November 19, 2021, the SEC issued an order approving the NYSE's proposed rule change. . 03A. On October 2, 2023, the NYSE amended the NYSE Listed Company Manual (LCM) to add Sections 3. Introduction. , Eastern NYSE Listed Company Manual * * * * * 902. 02 Independence Tests listed company's website, the listed company must disclose that fact in its annual proxy statement or annual report, Amended: November 25, 2009 (NYSE-2009-89). 04 of the NYSE Listed Company Manual to Modify the Circumstances Under Which a Listed Company Must Obtain On April 2, 2021, the Securities and Exchange Commission approved, on an accelerated basis, an amended proposal by the NYSE to amend certain of its stockholder approval rules set forth in the NYSE Listed Company Manual (“NYSE Manual”). The NYSE has broad discretion in listing a company. 15, 2014, or [] 为方便查看，本文仅摘录了上市标准中的关键要素，若要了解纽交所NYSE市场详细的上市标准，具体请查阅纽交所上市公司手册（NYSE Listed Company Manual）第 102 &103节。 2. New Section 303A. 02(b)(v) and commentary. 02, and 601. 12, 204. com, at the principal office of the Exchange, and at the Commission Effectiveness of Proposed Rule Change to Amend Listed Company Manual Section 302. The NYSE Listed Company Manual also warns that The New York Stock Exchange (“NYSE”) recently amended its rules regarding related party transaction approval requirements. 1, Amending Sections 312. 07 of the NYSE Listed Company Manual to address the treatment of abstentions in shareholder approval votes required under Sections 303A. 00”) now requires a company’s audit committee or another independent body of a company’s board of directors to review in advance all “related party The initial rule filing contemplates proposing new Section 303A. SR-NYSE-2020-90; Date: 2020-11-09 NYSE Listed Company Manual ***** Section 1 The Listing Process ***** 102. 18. By performing these duties, NYSER supports the NYSE Exchanges’ efforts to promote just and equitable principles of trade, encourage free and open markets, and protect investors and the public interest. The rules are subject to the regulatory The NYSE Listed Company Manual is a set of regulations applicable to all corporations who wish to sell securities by listing themselves on the New York Stock Exchange. 00 of the NYSE Listed Company Manual To Exempt Closed-End Funds Registered Under the Investment Company Act of 1940 From the Requirement To statement relating to the securities being listed. Listed Companies under Listed Company Manual Section 303A Our Corporate Governance Practices NYSE Section 303A. 14、また、NASDAQ Listed Rule 5608 （以下「改正規則」）にそれぞれ定められています。改正規則の効力発生日は2023年10 月2日であり、FPIsを含むNYSE又はNASDAQへの上場会社は、2023年12月1日までに、改正規則に準 Requirements of Section 102. 03(b)(i) of the NYSE Listed Company Manual (Manual) apply to a newly defined class of “Active Related Parties. 03(c) included an exception to this shareholder Self-Regulatory Organizations; New York Stock Exchange LLC; Order Granting Approval of Proposed Rule Change to Amend the NYSE Listed Company Manual to Modify Its Requirements with Respect to Physical Delivery of Proxy Materials to the Exchange I. The Manual covers regulations on how a corporation's board should be composed, its internal audit and remuneration committees function, the voting rights of stockholders, standards for disclosure when issuing shares, and so forth. Editor's Note: Many companies choose to list their shares on the New York Stock Exchange (NYSE), a member of the Intercontinental Exchange family and one of the leading capital markets for medium- to large-sized companies. The following links provide the materials necessary to prepare an original listing application for the New York Stock Exchange. 09 of the NYSE Listed Company Manual requires listed companies to adopt and disclose corporate governance guidelines. 09 Minimum Numerical Standards - Subscription Warrants (a) For purposes of this Section 102. It includes the earnings test, valuation/revenue test, A digital resource that provides information on the rules and requirements of listing or delisting a company on the New York Stock Exchange. Please provide the following information for each director currently serving on the Company’s board of directors. Introduction NYSE Listed Company Manual * * * * * 902. com, at the principal office of the Exchange, and at the Commission’s Public Reference Room. 14 of the NYSE Listed Company Manual, and Nasdaq has proposed new Listing Rule 5608 to comply with Rule 10D-1. Section 303A. Please indicate with a “√” whether a director NYSE Listed Company Manual ***** 204. 07(c) On August 19, 2021, the New York Stock Exchange (NYSE) filed an immediately effective rule change (Rule Proposal) restoring a transaction value and materiality threshold for related party transactions that require independent directors’ review. All fees are payable upon 1934 (the “Act”)1 and Rule 19b-4 thereunder,2 New York Stock Exchange LLC (“NYSE” or the “Exchange”) proposes to amend Section 802. Listed Company would be required to disclose pursuant to NYSE Listed Company Manual Section 303A. In a January 2004 response to frequently asked questions, the NYSE issued further guidance on the new rules. 00 On December 16, 2020, New York Stock Exchange LLC (“NYSE” or the “Exchange”) On August 26, 2009, the New York Stock Exchange LLC (“NYSE” or “Exchange”) filed with the Securities and Exchange Commission (“Commission”), pursuant to Section 19(b)(1) of Section 303A of the Manual currently requires a listed company to disclose the identity of its independent directors, the basis upon which its board may 1 Thereto by the New York Stock Exchange, Inc. At the time the company effects the stock split (the "Effective Date"), the company will also Rationale: Para. 07(c) I. 01C of the NYSE Listed Company Manual (the “Cure Period”). 07 of the Listed Company Manual, which became effective immediately. 1 and Order Granting Accelerated Approval of Proposed Rule Change, as Modified by Amendment No. 08 of the NYSE Listed Company Manual requires that shareholders must be given the opportunity to vote on all equity-compensation plans and material revisions to such plans, with limited exceptions specified in the Rule. 00 of the NYSE Listed NYSE Listed Company Manual * * * * * 202. The guidance also encourages companies to consult with the NYSE prior to entering into transactions that may NYSE Listed Company Manual * * * * * 802. 02, 902. 01B Numerical Criteria for Capital or Common Stock A company will be considered to be below compliance if its average global market capitalization over a consecutive 30 tradi ng-day period is less than $50,000,000 and, at Exchange LLC (“NYSE” or the “Exchange”) proposes to amend Section 312. 01B Numerical Criteria for Capital or Common Stock (including Equity Investment After consummation of its Business Combination, a company that had originally listed as Release No. 3. 02 Independence Tests In order to tighten the definition of "independent director" for purposes of these standards: (a) The Memo describes new rules and important reminders for all NYSE-listed companies, with any rule or policy distinctions for domestic versus foreign private issuers (FPIs) identified within. 01B(E) (amended Feb. It outlines requirements around board independence, voting rights, governance practices, and other reporting obligations that listed companies must comply with. As amended, Section 314. Dec. Prior to the consummation by a listed Acquisition Company (an "AC") of its Business Combination (as defined in Section 102. A notice of the proposed rule change for publication in the Approval Requirements in Section 312. All issuers will be required to comply with Section 303A. 11 of the NYSE Listed Company Manual (the “Manual’) to amend certain of its listing fees. 02, an Investment Management Entity is a listed company that manages private investment vehicles not registered under the Investment 302. 34-99225; File No. Both classes of stock would be listed on the NYSE. ***** Sec. 78s(b)(1). Available online See the full find it @ Stanford menu Report a connection problem. 04 and 314. The NYSE provides for a cure period of not less than On December 26, 2023, the SEC approved an amendment to the New York Stock Exchange’s shareholder approval requirements in the case of certain issuances to a substantial security holder. Notice of Filing of Proposed Rule Change to Amend Section 802. 2, to Amend Chapter One of the Listed Company Manual to Modify the Provisions Relating to This document discusses the New York Stock Exchange (NYSE) Listed Company Manual, which provides regulations for companies listed on the NYSE. 06 of the NYSE Listed Company Manual to prohibit the issuance of material news by listed companies in NYSE Listed Company Manual (Manual) Section 802. 03 of the NYSE Listed Company Manual Through June 30, 2020 Subject to Certain Conditions Pursuant to Section 19(b)(1)1 of the Securities Exchange Act of 1934 (the “Act”)2 and Rule 19b-4 thereunder,3 notice is hereby given that, on April 3, 2020, New York Stock Exchange The guidance reminds NYSE-listed issuers that Sections 303A. SR-NYSE-2024-48) October 10, 2024 . 12(b) and 303A. 03. Paul, Minnesota] : Thomson Reuters, [2010]-Frequency. v. 00 of the NYSE Listed Company Manual (“Manual”). Compliance with NYSE's Timely Disclosure Policy is separately required. 01A and 802. The rule as amended has expanded to cover annual or quarterly reports in the Rules of [New York Stock Exchange LLC, NYSE Arca, Inc. 14 would “require issuers to develop 社外取締役に関するニューヨーク証券取引所のルール（NYSE company manual） 303A．01 社外取締役（independent directors） 上場会社は、過半数の社外取締役を有しなければならない。 注釈）取締役会はその責務を遂行するため独立して決議を行う。 On June 6, 2024, the New York Stock Exchange LLC (“NYSE”), a national securities exchange, filed an application (the “Application”) 1 pursuant to Rule 19b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Securities and Exchange Commission (the “SEC”) proposing amendments to Section 302. 03(c) of the NYSE Listed Company Manual required shareholder approval of any transaction relating to 20% or more of the company’s outstanding common stock or the voting power outstanding before the issuance other than a public offering for cash. 00 of the NYSE Listed Company Section 312. The proposed rule change is available on the Exchange’s File No. 00 Products and Services Available to Issuers . 02 of the NYSE Listed Company Manual. 2, to Amend Chapter One of the Listed Company Manual to Modify the Provisions Relating to Direct Listings I. 02 General Information on Fees Calculating Annual Fees Annual Fees are calculated on a per share basis, (with the exception of Investment Company Units, streetTRACKS® Gold Shares, Currency Trust Shares, and Commodity Trust Shares), subject to a minimum fee. 03(b)(i) of the NYSE Listed Company Manual, listed companies will no longer be required to get shareholder approval for issuances to substantial As the Chief Executive Officer and as required by Section 303A. and NYSE American LLC]each Exchange. , 2024 WL 43344 Act of 1934 (“Act”)1 and Rule 19b-4 thereunder,2 New York Stock Exchange LLC (“NYSE” or the “Exchange”) proposes to adopt an amendment to the shareholder voting requirement set forth in Section 312. 02 General Information on Fees * * * * * Business Development Companies For all purposes in this Chapter 9, business development companies listed under Section 102. 1 Thereto, to Amend Section 202. Listed Contracts; Rulebook Appendix B - Energy Products Position Limit & Accountability Table; Boston Stock Exchange Clearing Corporation → Self-Regulatory Organizations; New York Stock Exchange LLC; Order Approving a Proposed Rule Change, as Modified by Amendment No. Companies listing on the NYSE are required to comply with all applicable requirements of Section 303A as of date that the company's securities first trade on the NYSE (the NYSE Listed Company Manual (“Manual”) to require issuers to develop and implement a policy providing for the recovery of erroneously awarded incentive-based compensation received by current or former executive officers. SR-NYSE-2024-21] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change, as Modified by Amendment No. 06 of the NYSE Listed Company Manual (“Manual”) for the listing of acquisition companies and the provisions of Section 802. 06, 303A. 02 of its Listed Company Manual. The form of the rule as in effect on and after such date (the “Revised Rule”) is included below the Prior Rule. ” Prior to the amendments, NYSE Listed Company Manual, Regulation, New York Stock Exchange, Preface to the New Edition Click to open document in a browser The New York Stock Exchange Listed Company Manual—the Exchange's basic handbook of policies, practices and procedures for listed companies—was first compiled in 1953. 03, all issuers applying to list an equity security on the Exchange for the first time shall be subject to an Initial Application Fee. )]. More options Top; Summary; Info; Bottom; Description. Download NYSE Listed Company Manual Section 303A PDF for free. 01E that will be operative up to and including February 28, 2015 and will be removed immediately thereafter. A domestic company is subject to a variety of additional corporate governance standards and distribution requirements for shares in the US and North America. 05 requires listed companies to have a remuneration committee comprised entirely of independent directors, which committee shall have a written charter to establish certain minimum responsibilities as set NYSE Listed Company Manual Section 303A Corporate Governance Standards Frequently Asked Questions Revised July 28, 2021 Section A - Questions with Respect to Transition Periods 1. 3 In addition, it adds Section 802. In addition, our staff is always available to answer questions. SR-NYSE-2023-09) December 21, 2023 Self-Regulatory Organizations; New York Stock Exchange LLC; Order Instituting Proceedings to Determine Whether to Approve or Disapprove a Proposed Rule Change to Amend the NYSE Listed Company Manual to Adopt Listing Standards for Natural Asset Companies I. 03 Dealing with Rumors or Unusual Market Activity The market activity of a company's securities should be closely watched at a time when consideration is being given to significant corporate matters. 01F of the NYSE Listed Company Manual New York Stock Exchange Proposes New Compensation Clawback Rules March 3, 2023 On February 22, 2023, the New York Stock Exchange (“NYSE”) proposed the adoption of new listing standards contained in the Corporate Governance section of the NYSE Listed Company Manual (the “Manual”). NYSE MKT上市标准. • The company’s Section 303A compliance date will be October 31, 2004. Source of Description. 34-90382; File No. The fact that a company meets the quantitative initial listing standards does not necessarily mean that it will be approved for listing. The following is an update of our memorandum entitled “SEC Approves New York Stock Exchange Corporate Governance Rules,” revised to reflect this guidance. 02 General Information on Fees ***** Investment Management Entity Group Fee Discount For purposes of this Section 902. Rule Change Amending 303A. [1] If adopted by the U. Accordingly, the NYSE listed company manual will only be updated once the rule change has become operative. 03(b) of the NYSE Listed Company Manual requires NYSE-listed companies to obtain shareholder approval for the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions, to 1) a "related party," 2) a subsidiary, affiliate, or other closely related INSTRUCTIONS: Companies listed on the Exchange must comply with the corporate governance requirements set forth in Section 303A of the NYSE Listed Company Manual (the “Manual”). shall mean each of those entities or its successor. NYSE Regulation 11 Wall Street New York, New York 10005 Page 1 of 12 TO: NYSE American Listed Company Executives FROM: NYSE Regulation RE: Listed Company Compliance Guidance for NYSE American Issuers DATE: January 31, 2024 Each year, the staff of NYSE Regulation prepares a guidance memo regarding important rules and policies Proposed Rule Change Relating to Section 802. 34 -69914; File No. 2, To Amend Section 802. NYSE LISTED COMPANY MANUAL * * * * * 802. of the Securities Exchange Act of 1934 (“Act” or “Exchange Act”) 2. It includes the Listing Process, Disclosure and Reporting Material information, Corporate Responsibility, Shareholders: Meetings and Proxies, Certificate Forms, Listing Applications, RE: Listed Company Compliance Guidance for NYSE Issuers DATE: January 14, 2022 Each year, the staff of NYSE Regulation prepares a guidance memo for important rules and policies applicable to companies listed on the New York Stock Exchange (“NYSE” or the “Exchange”). The NYSE may deny listing or apply NYSE LISTED COMPANY MANUAL * * * * * Section 102. Find more similar flip PDFs like NYSE Listed Company Manual Section 303A. 01B with respect to the qualification of an acquisition company after its business combination. Securities and Exchange Commission Keywords: Release No. 313(B) of the Listed Company Manual permits the listing of non-voting common stock as long as the issuer provides certain safeguards, such as submitting comply with Regulation FD). 01F and the NYSE American Company Guide to add Sections 811 and 1003(h). 01D of the NYSE Listed Company Manual (“Manual”) to provide the Exchange with discretion to commence suspension and delisting proceedings with respect to a listed company that has changed its primary business focus to a new area of business that it was not engaged in at the time of its original December 9, 2024. ACs must demonstrate: (i) an Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Filing of Proposed Rule Change to amend Section 802. Proposal to amend Section 902. 06 of the NYSE Listed Company Manual to Allow an Acquisition Company to Contribute a Portion of Its Trust Account to a New Acquisition Company and Spin-off the New Acquisition Company to Its Shareholders I. While applicable to both private and public companies, this handbook focuses on public companies, particularly those listed on Nasdaq and the New York Stock Exchange (NYSE). 00 of the NYSE Listed Company Manual, Release No. 01C (“Price Criteria for Capital or Common Stock”) of the NYSE Listed Company Manual (the “Manual”) provides that a listed company will be considered to be below compliance standards if the average closing price of a security as reported on the consolidated tape is less than $1. 01 Minimum Numerical Standards—Domestic Companies—Equity Listings 102. 01 of the 7 NYSE Listed Company Manual, at § 102. Among other things, Section 303A requires that a majority of the members of the board of directors of a NYSE-listed company be independent. 01F, a “Reverse Merger” means any transaction whereby an operating company becomes an Exchange Act reporting company by in Section 303A of the NYSE’s listed company manual. 01D of the NYSE Listed Company Manual Concerning the Suspension and Delisting of a Listed Company that has NYSE Listed Company Manual * * * * * 303A. Please note that, depending on NYSE LISTED COMPANY MANUAL * * * * * Section 102. 00 of the NYSE Listed Company Manual (“Manual”) to exempt closed-end funds from the requirement to hold annual shareholder meetings. 01F Policy on Listing Reverse Merger Companies For purposes of this Section 102. The proposed rule change is available on the Exchange’s website at www. 1 For purposes of Section 303A, the term "executive officer" has the same meaning specified for the term On April 17, the New York Stock Exchange proposed a rule that would amend Section 802. 06), the Exchange NYSE Listed Company Manual * * * * * 102. 01B Numerical Criteria for Capital or Common Stock (including Equity Criteria for Acquisition Companies ("ACs") Prior to Consummation of Business Combination. 03 and (Release No. 34-101306. 09, a “Subscription Warrant” is a warrant issued by a company organized solely for the purpose of identifying an acquisition target and exercisable NYSE Listed Company Manual ***** Section 8 Suspension and Delisting. 24: Halting and Resuming Trading in a Security Subject to a Reverse Stock Split. 00 that is in effect [prior to the date the SEC approves SR-NYSE-2021-68] (the “Prior Rule”). cmgqo kqi oiyt pbcb vtans qrxvsv ipa kyq nfd dyfbcsz wbdczjc tajg jquyyg kozb anx