NYSE Sends Its 2020 Memo to Listed Companies

Practical Law Legal Update w-023-5827 (Approx. 4 pages)

NYSE Sends Its 2020 Memo to Listed Companies

by Practical Law Corporate & Securities

Published on 14 Jan 2020 • USA (National/Federal)

The NYSE sent its annual memo to listed companies summarizing the NYSE's policies and rules that most commonly apply to listed companies.

On January 9, 2020, the NYSE issued its annual memo to the executives of its listed companies. The memo summarizes the NYSE's policies and rules that most commonly apply to listed companies. In the memo, the NYSE highlighted the following guidance applicable to all listed issuers:

As noted in an update to the 2019 memo to listed companies, on April 1, 2019, the NYSE launched Listing Manager, a fully integrated web application that allows listed issuers to submit and manage listing-related documents electronically. Additional information on Listing Manager, including FAQs and training videos, can be found on the NYSE's website.
The NYSE's timely alert/material news policy.
The importance for listed companies to promptly and broadly disseminate to the market news of the scheduling of their earnings announcements or of any change to that schedule.
The NYSE's reliance on listed company transfer agents or depositary banks to report share information. Listed issuers are not required to report shares.
Other notifications to the NYSE, including notice of record dates, shareholder meeting/proxy matters, and redemptions and conversions of listed securities.
The annual report website posting requirement.
Corporate governance requirements.
Transactions requiring supplemental listing applications.

Also, the NYSE provided the following additional guidance for domestic issuers:

The requirement that a listed company must send its broker search cards at least 20 business days before the record date for its annual meeting, in compliance with SEC Rule 14a-13.
The recommendation that listed companies submit their preliminary proxy materials to the NYSE for review, and then NYSE staff is able to provide a preliminary, confidential ruling (subject to a final review upon receipt of definitive materials) on the permissibility of broker voting under NYSE Rule 452 on each of the proposals included in the preliminary proxy statement.
Listed companies are strongly encouraged to consult the NYSE prior to entering into a transaction that may require shareholder approval. Listed companies are also encouraged to consult the NYSE prior to entering into a transaction that may adversely impact the voting rights of existing shareholders of the listed class of common stock.
Under Section 312.07 of the Listed Company Manual, where shareholder approval is required under NYSE rules, the minimum vote that constitutes approval for such purposes is approval by a majority of votes cast.

In addition, the NYSE provided the following guidance for foreign private issuers (FPIs):

Listed FPIs are required to submit a Form 6-K to the SEC containing semi-annual unaudited financial information no later than six months following the end of the company's second fiscal quarter.

For more information on requirements for NYSE-listed companies, see the following resources:

NYSE Sends Its 2020 Memo to Listed Companies | Practical Law