• NYSE Issues Annual Memo for 2017
  • March 27, 2017
  • Law Firm: Greenberg Traurig LLP - New York Office
  • On Feb. 1, 2017, the staff of NYSE Regulation issued its annual memo describing recent developments and reminders applicable to companies listed on the NYSE. Among the developments and reminders highlighted in the memo were:
    • As of Sept. 30, 2016, the NYSE no longer requires listed companies to report their shares issued and outstanding.Instead the NYSE will begin relying solely on a company’s transfer agent for this information.
    • The SEC’s proposed amendments to Rule 15c6-1(a) to shorten the standard settlement cycle from T-3 to T+2.The memo notes the industry target date for the transition to the T+2 settlement cycle is Sept. 5, 2017, but is dependent upon the approval of rule changes and completion of industry-wide testing.
    • In October 2016, the NYSE began the roll out of a new Listing Manager platform allowing listed companies to easily connect with the NYSE and to comply with key requirements, including the reporting of cash dividends and stock distributions.Until the roll out is complete, companies should continue to use the egovdirect.com portal for submitting information regarding their annual meetings, changes in officers and directors, annual/interim affirmations and treasury share reporting.
    • The NYSE’s timely alert/material news policy requires listed companies to promptly release to the public any information which might reasonably be expected to materially affect the market for its securities.If material news is released between 7:00 a.m. and 4:00 p.m. (Eastern time), a company must call the NYSE at least 10 minutes prior to issuing the information and provide a copy of the announcement.Outside of these hours, companies are not required to call the NYSE but should still provide a copy of the news once it is disclosed.
    • If a listed company changes the date of its earnings release, the company should ensure that the date change is promptly and broadly disseminated to the market non-selectively and should avoid selective disclosure of such information.
    Other important deadlines and requirements noted in the memo include:
    • Notice of Record Dates: Companies are required to notify the NYSE of the setting of record dates in connection with shareholder meetings and other corporate actions, such as dividends and distributions. The NYSE has no authority to waive this notification requirement, so strict compliance is important.
    • Proxy Materials: Companies must provide three copies of all proxy materials (including the proxy card) to the NYSE no later than the date on which the materials are sent to any security holder.
    • Written Affirmation/CEO Certification: Companies must provide the annual written affirmation and CEO Certification to the NYSE no later than 30 days after the annual shareholders’ meeting. In addition, an interim Written Affirmation and CEO Certification must be filed within 5 business days of any triggering event specified in the form.