& Securities

The New York Stock Exchange published its annual memo covering recent developments and important rules and policies applicable to NYSE listed companies (U.S. and foreign private issuers). It is always a helpful reminder of relevant compliance requirements for the year, particularly for the upcoming proxy and annual meeting season.

What’s New For 2017

Share Reporting. Among the items new for 2017, is that as of September 30, 2016, there is no longer a requirement that listed issuers report to the NYSE their number of shares issued and outstanding. Instead, the exchange will begin relying solely on transfer agents or depositary banks to report this information.

Shortened Settlement Cycle (T+2). If and when the SEC adopts rule amendments to shorten the standard settlement cycle from T+3 to T+2, the NYSE will be announcing a timetable for its own rules to reflect “regular way” settlement as occurring on T+2 and which will, among other things, shorten the time period for which transactions in stocks shall be ex-dividend or ex-rights.

Important Reminders

The NYSE’s memo also discusses numerous other topics worthy of review, particularly as year-end reporting and proxy season approach. These include:

• NYSE Timely Alert/Material News Policy
  • This policy also applies in connection with the verbal release of material news during the course of a management presentation, investor call or investor conference. The fact that any such presentation is conducted in compliance with Regulation FD does not mean that a company is exempt from compliance with the policy in connection with any material news provided in the course of that presentation. See Weil’s alert here.
• Prompt Public Announcement of Changes to the Date of a Company’s Earnings Release
• Annual Meeting Related Items including record dates, meeting dates, proxy materials, broker search cards, quorum requirements for proposals, NYSE Rule 452 (voting by brokers)
• Annual Report Website Posting Requirement
• Corporate Governance, such as the requirement to provide the NYSE with an annual written affirmation/CEO certification relating to compliance
• Transactions Requiring Supplemental Listing Applications
• Shareholder Approval and Voting Rights Requirements
• Foreign Private Issuer Semi-Annual Reporting

The NYSE memos are available here (domestic or FPI).