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Securities Exchange Compliance Toolkit
Resources to assist issuers and their counsel in complying with the initial and continued listing requirements and disclosure obligations imposed by the rules and regulations of the national securities exchanges, with a focus on the NYSE and NASDAQ.
Selecting the right marketplace is a crucial decision for any company seeking to list its securities on a national securities exchange. While there are 18 US securities exchanges registered with the SEC, the NYSE ( www.practicallaw.com/4-382-3644) and NASDAQ ( www.practicallaw.com/4-382-3639) are the largest and most influential exchanges. Each of the securities exchanges requires compliance with stringent quantitative and qualitative initial listing requirements before listing is approved on the exchange, and compliance with continued listing requirements after the offering is completed. If a listed company falls below the required standards and fails to satisfy these standards within any applicable grace period, it is delisted.
Once public, companies must comply with many corporate governance requirements. These requirements are primarily imposed by the securities exchanges on which the companies are listed. The NYSE and NASDAQ have both implemented extensive corporate governance standards, including standards relating to the board of directors and the committees of the board, with which a listed company must comply to become listed and then to retain its listing status. A company and its counsel should review the corporate governance standards and other listing requirements of the securities exchange on which the company intends to list its securities as it may not be feasible to pursue a listing if the company is not able to comply with the requirements.
The NYSE and NASDAQ have rules relating to the prompt disclosure of material information to the public. Information is material if it could affect a person's decision to buy, sell or hold a company's securities. Even if a public company may not be required to disclose material information under the federal securities laws, a public company remains subject to the rules of the securities exchange on which it is listed. There is also both internal and external pressure on a public company beyond the federal securities laws and the rules of the securities exchanges to have an open communication policy.
This Toolkit includes links to several resources designed to assist issuers and their counsel in complying with the initial and continued listing requirements and disclosure obligations imposed by the rules and regulations of the national securities exchanges. It also includes links to several resources discussing the corporate governance standards set by the NYSE and NASDAQ relating to the board of directors and its committees.
Compliance Requirements Applicable to NYSE and NASDAQ Listed Companies
Requirements for Listed Companies on the NYSE
The listing requirements of the NYSE, including both the quantitative and qualitative listing requirements, are set out in the NYSE Listed Company Manual. The NYSE also has several resources on the listing process for companies seeking to list on the NYSE. These resources can be accessed through the "How to List with NYSE" page or the "Listed Company Resources" page on the NYSE's website. In addition, the NYSE IPO Kit is a comprehensive resource for companies around the world to understand the ins and outs of the complicated US initial public offering process. The guide is now available in print, as an iPad application, as a Kindle edition, or as a PDF.
Requirements for Companies Listed on NASDAQ
The listing requirements of NASDAQ, including both the quantitative and qualitative listing requirements, are set out in the NASDAQ Initial Listing Guide and the NASDAQ Continued Listing Guide. NASDAQ currently has three listing tiers for public companies. Each of the tiers has different quantitative standards and requirements for listing. The tiers are:
The NASDAQ Global Select Market tier (the newest listing tier, which has the highest initial listing standards for US securities exchanges).
The NASDAQ Global Market tier (previously called the NASDAQ National Market).
The NASDAQ Capital Market tier (previously called the NASDAQ SmallCap Market).
Within each tier, NASDAQ provides several alternatives (typically three standards) for each listing requirement to enable a company to list on that tier.