Controlled Company | Practical Law

Controlled Company | Practical Law

Controlled Company

Controlled Company

Practical Law Glossary Item 5-382-3361 (Approx. 2 pages)

Glossary

Controlled Company

The company being controlled by another person or entity. See also control.
Each of the NYSE and Nasdaq defines a controlled company as a company of which more than 50% of the voting power for the election of its directors is held by a single person, entity or group.
A controlled company listed on the NYSE or Nasdaq may rely on the "controlled company exemption" to avoid certain corporate governance listing standards, including the requirement that the listed company's board be composed of a majority of independent directors. However, if a controlled company chooses to rely on the exemption, the company must comply with the disclosure requirements of Instruction 1 to Item 407(a) of Regulation S-K. The company must disclose:
  • That it is relying on the controlled company exemption.
  • The basis for the exemption.
  • The corporate governance standards with which the company does not comply.