On December 4, 2014, the NYSE issued a proposed rule change to amend its continued listing requirements for late filers of annual and quarterly reports with the SEC, as set out in Section 802.01E of the NYSE's Listed Company Manual. Section 802.01E currently covers late filings of annual reports only. As amended, Section 802.01E would:

Currently, Section 802.01E deems a listed company to be delinquent in filing its annual report on Forms 10-K, 20-F, 40-F or N-CSR if it does not submit the filing by the date required by the applicable form or, if a Form 12b-25 is timely filed with the SEC, by the extended filing due date for the report. During the six-month period from the date of delinquency, the NYSE monitors the company and the status of the delinquent annual report, including through contact with the company, until the delinquency is cured. If a company fails to cure its delinquency within the six-month period, the NYSE may, in its sole discretion, allow the company's securities to be traded for up to an additional six-month period depending on the company's specific circumstances. If the NYSE determines that an additional trading period is not appropriate, it commences suspension and delisting procedures under Section 804.00 of the Listed Company Manual.

The proposed rule change would extend the application of these procedures to the late filing of a Form 10-Q. Under the proposal, a company would be deemed to be a delinquent filer as of the due date (or extended due date, if a Form 12b-25 is timely filed with the SEC) of the first 10-Q or annual report with respect to which a company incurs a delinquency. A company would also be deemed to be a delinquent filer if it submits an annual report or Form 10-Q by the due date (or extended due date, if applicable), but:

Amended Section 802.01E would also clarify its treatment of a company that is delinquent in any of the following ways:

On the occurrence of any of these deficiencies, the NYSE would promptly, typically within five business days, send written notification to the company of its procedures relating to late filings. For a six-month period from the date of the filing delinquency (initial cure period), the NYSE would monitor the company and the status of the delinquent report and any subsequent annual or quarterly report that the company fails to file by the applicable filing due date, through contact with the company, until the filing delinquency is cured. If the company fails to cure the delinquency within the initial cure period, the NYSE may, in its sole discretion, allow the company's securities to be traded for up to an additional six-month period (additional cure period) depending on the company's specific circumstances. However, under the proposal, the NYSE may in its sole discretion decide either:

The NYSE may also commence suspension and delisting procedures if it believes, in its sole discretion, that it is advisable to do so on the basis of an analysis of all relevant factors.

In determining whether an additional cure period after the expiration of an initial cure period is appropriate, the NYSE would consider the likelihood that the delinquent report and all subsequent reports can be filed or re-filed, as applicable, during the additional cure period, as well as the company's general financial status, based on information provided by a variety of sources, including the company, its audit committee, its outside auditors, the staff of the SEC and any other regulatory body. The NYSE encourages companies to provide ongoing disclosure on the status of the delinquent report and any subsequent reports to the market through press releases, and will take the frequency and detail of this information into account in determining whether an additional trading period is appropriate.

If the NYSE determines that an additional cure period is appropriate and the company fails to file the delinquent report and all subsequent reports by the end of the additional cure period, the NYSE will commence suspension and delisting procedures under Section 804.00. The NYSE will not continue to trade a company's securities if, on the date that is 12 months after its initial filing delinquency:

The proposed rule change requires SEC approval. The proposed rule change was published for comment in the Federal Register on December 17, 2014.

The NYSE proposes that the amendments will become operative on March 1, 2015. Therefore, if approved, the current provisions of Section 802.01E will apply to any listed company that fails to timely file an annual report before that date. On or after March 1, 2015, any listed company that fails to timely file an annual report or quarterly report on Form 10-Q will be subject to the amended provisions of Section 802.01E. Any listed company that is late as of March 1, 2015 in filing a Form 10-Q with a due date prior to that date will not be subject to the proposed rule change with respect to that filing. However, such a company will be subject to the proposed rule change with respect to any periodic report with a due date on or after March 1, 2015 that it does not file on a timely basis.

To learn more about the listing requirements for the NYSE and other exchanges, see Practice Note, Selecting a US Securities Exchange.

Update: On January 30, 2015, the SEC extended the 45-day time period for SEC action on the proposed rule change. The SEC has designated March 17, 2015 as the date by which the SEC must either approve or disapprove, or institute proceedings to determine whether to disapprove, the proposed rule change.

Update: On March 2, 2015, the SEC issued an order approving the proposed rule change (see Legal Update, NYSE Amendments to Continued Listing Requirements for Late Filers of Annual and Quarterly Reports Take Effect).

For more information on periodic reporting requirements, see Practice Notes, Periodic Reporting and Disclosure Obligations: Overview and Catching Up with Late Periodic Reports: The Multi-year Comprehensive Form 10-K.