Legal Alert

NYSE and NASDAQ Provide Temporary Listing Compliance Relief for Certain Listed Companies

by the Securities and Capital Markets Group
April 27, 2020

In response to the COVID-19 pandemic, both the New York Stock Exchange (NYSE) and The Nasdaq Stock Market LLC (Nasdaq) have sought to provide temporary relief for certain listed companies on their respective exchanges.


On April 20, 2020, the NYSE proposed to provide a longer period for listed companies to regain compliance with its $50 million market capitalization/stockholders equity and $1.00 price continued listing requirements by tolling the compliance periods through and including June 30, 2020. On April 21, 2020, the Securities and Exchange Commission (SEC) deemed such rule effective immediately. The full text of the SEC Notice can be found here.

The SEC has also deemed additional NYSE rule proposals effective related to waiving of fees, dissemination of Auction Imbalance Information, and other matters. A full list of those notices can be found here.

Lastly, on April 23, 2020, the NYSE proposed an additional temporary rule change to modify its application of the proxy delivery requirements of NYSE Rule 451 for shareholder meetings occurring on or before May 31, 2020. The proposed change would permit member organizations to vote uninstructed shares as long as proxy materials are transmitted to beneficial owners no later than 10 days prior to the shareholder meeting, rather than the fifteen day period required by the text of the rule. All of the other requirements and limitations associated with voting by member organizations would continue to be applied during this period. The full text of the Initial Filing can be found here.


Similarly, on April 16, 2020, Nasdaq proposed a temporary rule change to the SEC to provide immediate temporary relief for companies from the continued listing bid price and market value of publicly held shares listing requirements through June 30, 2020. Under the relief, companies will have additional time to regain compliance for these price-based requirements. However, throughout this period, Nasdaq will still continue to monitor the requirements and companies will continue to be notified about new instances of such non-compliance. In addition, the compliance periods for any company previously notified about non-compliance will be suspended and resume on July 1, 2020. On April 17, 2020, the SEC deemed such rule proposal effective. The full text of the SEC Notice can be found here.

Copyright © 2020 by Ballard Spahr LLP.
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