NYSE Proposes Uniform Method for Companies to Provide Notice of Certain Events | Practical Law

NYSE Proposes Uniform Method for Companies to Provide Notice of Certain Events | Practical Law

The NYSE proposed amendments to its Listed Company Manual that would create a uniform, web-based method for companies to give the NYSE notice when required to do so under certain provisions of the Manual. The amendments would also reduce the number of copies of a proxy statement a listed company must submit to the NYSE from six to three.

NYSE Proposes Uniform Method for Companies to Provide Notice of Certain Events

Practical Law Legal Update 8-521-8721 (Approx. 3 pages)

NYSE Proposes Uniform Method for Companies to Provide Notice of Certain Events

by PLC Corporate & Securities
Published on 16 Oct 2012 • USA (National/Federal)
The NYSE proposed amendments to its Listed Company Manual that would create a uniform, web-based method for companies to give the NYSE notice when required to do so under certain provisions of the Manual. The amendments would also reduce the number of copies of a proxy statement a listed company must submit to the NYSE from six to three.
On October 15, 2012, the NYSE proposed amendments to its Listed Company Manual that would create a uniform method for listed companies to give the NYSE notice when required to do so under certain provisions of the Manual. Companies would be required to give the NYSE notice using either:
  • An e-mail address designated by the NYSE.
  • Egovdirect.com, a web portal operated by the NYSE.
However, in emergency situations, notice may be made by telephone with fax confirmation as specified by the NYSE. Examples of emergency situations include:
  • Lack of computer or internet access.
  • A technical problem on either the listed company's or the NYSE's system.
  • An incompatibility between the listed company's and the NYSE's systems.
If a material event or statement on a rumor, which requires immediate release, is to be announced during market hours, notice must be given using the NYSE's telephone alert procedures.
The new notice requirements will apply to notices to the NYSE relating to:
  • Closing of transfer books (Sections 204.06 and 204.17).
  • Dividends and stock distributions (Section 204.12).
  • Record date (Section 204.21).
  • Redemption of listed securities (Section 204.22).
  • Partial or full call for redemption of a listed security (Section 311.01).
  • Dates in connection with a meeting of shareholders (Section 401.02).
  • Quarterly notices by transfer agents and registrars of outstanding shares (Section 601.00).
The amendments would also:
  • Reduce the number of copies of a proxy statement a listed company must submit to the NYSE from six to three.
  • Change the name of the item "Shareholders' Meeting Notice" to "Shareholders' Meeting/Notice of Record Date."
  • Change the due date for the item "Shareholders' Meeting/Notice of Record Date or Change of Record Date" to conform with the "Dividend Notification" due date.
The SEC has 45 days to take action on the proposed amendments.
For more information on disclosure of nonpublic information to the NYSE, see Practice Note, Disclosing Nonpublic Information: NYSE Disclosure Rules. For more information on proxy statements, see Practice Note, Proxy Statements.