Earlier this month, the staff of NYSE Regulation issued its annual guidance memorandum, which highlights recent NYSE developments and other points of emphasis for the coming year. This year’s guidance includes nearly twenty items that the staff deemed noteworthy. Borrowing the guidance memorandum’s main headings, I have summarized below those items that seem particularly worthy of attention.
What’s New for 2017?
- In October 2016, NYSE began a multi-stage rollout of what it calls “Listing Manager,” which “allows listed companies to manage their entire lifecycle” via a login section at www.nyse.com. The various compliance modules currently available through egovdirect.com will transition to Listing Manager over time, beginning with cash and stock distribution notifications, which are already functional on Listing Manager.
- As of September 30, 2016, companies are no longer required to report their shares issued and outstanding, which will instead be reported to NYSE by company transfer agents.
- NYSE expects the transition from T+3 to T+2 (see this Doug’s Note) to be effective on September 5, 2017, though the actual date is contingent on various factors.
- Companies must call NYSE’s Market Watch Group at least ten minutes before releasing, or becoming aware of, material information between 7:00 am Eastern Time and 4:00 pm Eastern Time. Companies must also provide NYSE with a copy of the related news release in advance of issuance. Between 7:00 am Eastern Time and 9:25 am Eastern Time, NYSE will implement a “news pending” trading halt only at the request of the company. Between 9:25 am Eastern Time and 4:00 pm Eastern Time, NYSE will implement a news pending trading halt in its discretion. NYSE will resume trading at its discretion regardless of whether the halt was requested by the company. (See this Doug’s Note.)
- Companies must promptly disseminate news of the scheduling or re-scheduling of earnings announcements and avoid elective disclosure of that information prior to broad dissemination.
- Record date notifications must be communicated directly to NYSE. A press release or SEC filing does not constitute notice to NYSE.
- Record dates should not be set on weekends or a NYSE holiday. If one happens to fall on such a date due to the terms of the relevant security, the company’s announcement must clearly note that the effective record date is the immediately preceding business day.
- Three definitive paper copies of all proxy materials (including proxy card) must be filed with NYSE no later than the date that they are sent to any security holder.
- The staff recommends (but does not require) that companies submit their preliminary proxy materials for review in order to determine the permissibility of broker voting under NYSE Rule 452 (dealing with broker discretionary voting without client instructions of securities held in street name).
- NYSE’s website contains FAQs about Section 303A corporate governance standards.