NASDAQ Issues Guidance on Releasing Material News Shortly After Market Close | Practical Law

NASDAQ Issues Guidance on Releasing Material News Shortly After Market Close | Practical Law

NASDAQ issued guidance for listed companies on the release of material information shortly after market close.

NASDAQ Issues Guidance on Releasing Material News Shortly After Market Close

Practical Law Legal Update w-000-6879 (Approx. 3 pages)

NASDAQ Issues Guidance on Releasing Material News Shortly After Market Close

by Practical Law Corporate & Securities
Published on 16 Oct 2015USA (National/Federal)
NASDAQ issued guidance for listed companies on the release of material information shortly after market close.
NASDAQ has released guidance for listed companies on the release of material information after the close of the regular market at 4:00 p.m. ET. The guidance recommends that companies wait until at least 4:01 p.m. ET, and preferably until 4:05 p.m. ET, before releasing material information. Companies should not release material information between 4:00 p.m. and 4:01 p.m. ET unless specific circumstances exist that require the company to act immediately.
The guidance indicates that, because NASDAQ calculates the closing cross at 4:00 p.m. and disseminates the resulting closing price shortly thereafter (generally before 4:01 p.m.), releasing material news during this timeframe may:
  • Increase the potential for a sudden change in the closing price.
  • Contribute to price dislocation between different market venues.
  • Cause confusion for investors.
The guidance also reminds listed companies that changes to the dates of their earnings releases, dividend record dates and dividend payment dates may be material news due to their potential impact on:
  • The price of the company's securities.
  • Options and other derivatives securities based on the price of the listed security.
Therefore, companies should promptly disclose these changes through a Regulation FD-compliant method and notify NASDAQ's MarketWatch Department in advance.
To learn more about NASDAQ's rules on disclosing material information, see Practice Note, Disclosing Nonpublic Information: NASDAQ Disclosure Rules.