NYSE Sends Its 2017 Memos to Listed Domestic Companies and Foreign Private Issuers
The NYSE sent its annual memos to listed domestic companies and foreign private issuers summarizing the NYSE's policies and rules that most commonly apply to listed companies.
On February 1, 2017, the NYSE issued its annual memo to the executives of its listed domestic companies and memo to the executives of its listed foreign private issuers. The memos summarize the NYSE's policies and rules that most commonly apply to listed companies. In the memos, the NYSE highlighted, among other things:
The recent rollout of Listing Manager, a modernized portal that allows listed companies to manage their entire life cycle. The NYSE strongly encourages listed companies to submit cash dividends and any form of stock distributions through the Listing Manager, as the corresponding functionality in egovdirect.com has been transitioned. In addition, the NYSE expects to release additional modules related to listing standards compliance later this year. Until then, functionality for reporting of shareholders' meetings, changes to officers and directors, submission of annual and interim affirmations, and treasury share reporting will continue to be available at egovdirect.com.
As of September 30, 2016, the NYSE no longer requires issuers to report their shares issued and outstanding. Instead, the NYSE will rely solely on listed company transfer agents ( www.practicallaw.com/4-382-3880) or depositary banks to report this information.
The NYSE's November 2016 proposal to adopt new rules to conform with proposed SEC amendments to Rule 15c6-1(a) of the Exchange Act ( www.practicallaw.com/5-382-3808) , which would shorten the settlement cycle for most broker-dealer ( www.practicallaw.com/3-383-2168) securities transactions to two business days, or T+2 (for more information, see Legal Update, NYSE Proposes New Rules to Conform with SEC's T+2 Proposal ( www.practicallaw.com/w-004-4959) ). The NYSE stated that it will not implement the proposal until the final implementation of T+2. The industry target date is currently September 5, 2017 but this is dependent on many factors, including approval of final rules. The NYSE will issue additional communications once the SEC announces a compliance date.
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 February 2016 rule change that requires foreign private issuers ( www.practicallaw.com/1-382-3481) to submit semi-annual unaudited financial information to the SEC in a Form 6-K ( www.practicallaw.com/3-385-1557) (to learn more, see Legal Update, NYSE Reissues Proposal to Require Foreign Private Issuers to Submit Semi-Annual Unaudited Financial Information on Form 6-K ( www.practicallaw.com/w-001-3925) ).
Other notifications to the NYSE, including notice of record dates, shareholder meeting/proxy matters, and redemptions and conversions of listed securities, and other notifications to the NYSE.
The annual report website posting requirement.
Corporate governance requirements.
Transactions requiring supplemental listing applications.
Shareholder approval and voting rights requirements.
For more information on requirements for NYSE-listed companies, see the following resources: