September 18, 2020

Volume X, Number 262

September 17, 2020

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September 16, 2020

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September 15, 2020

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SEC Approves Extension of Temporary NYSE Waiver of Stockholder Approval Rules

Recently, the Securities and Exchange Commission issued a release (the Release) approving, with immediate effectiveness, the New York Stock Exchange’s (NYSE) proposal to extend through September 30 the NYSE’s temporary and partial waivers from the requirement that NYSE-listed companies obtain stockholder approval in connection with certain related party and 20 percent equity issuances (the Waiver). As discussed in the April 17, 2020 edition of Corporate & Financial Weekly Digest, the SEC previously approved the Waiver of such shareholder approval requirements for NYSE-listed companies through June 30 in the wake of the disruptions caused by the coronavirus (COVID-19) pandemic, and the great likelihood that many listed companies would experience urgent liquidity needs and require access to additional capital that was unavailable in the public equity or credit markets. The Waiver provides NYSE-listed issuers with greater flexibility to engage in capital raising transactions, such as private investments in public equity (PIPE) transactions and registered direct offerings, that may otherwise be constrained by the NYSE’s existing stockholder approval rules. In the Release, the SEC noted that, “[s]ince the implementation of the Waiver, a number of listed companies have completed capital raising transactions that would not have been possible without the flexibility provided by the Waiver.” The SEC also indicated in the Release that, although the equity indices have recovered from much of the decline associated with COVID-19, continued economic disruption and uncertainty have caused many listed companies to continue to “face circumstances in which their businesses and revenues are severely curtailed . . . and experience difficulty in accessing liquidity from the public markets.”

A chart summarizing the NYSE’s shareholder approval requirements applicable to certain related party and 20 percent equity issuances by NYSE-listed companies, as well as the related changes temporarily effectuated by the Waiver, as extended through September 30, is available here. The full text of the Release is available here.

©2020 Katten Muchin Rosenman LLPNational Law Review, Volume X, Number 199

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About this Author

Mark Reyes Securities Lawyer Katten Muchin law firm Chicago office
Partner

Mark J. Reyes concentrates his practice in corporate and securities matters, including representing issuers and investors in public offerings and private placements of equity and debt securities and advising clients in complex corporate transactions such as mergers, acquisitions, private investments in public equity (PIPEs), private equity investments and joint ventures. He also counsels public companies on securities law compliance, disclosures and corporate governance matters.

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312-902-5612
Associate

Alyse Sagalchik concentrates her practice on corporate matters, with an emphasis on mergers and acquisitions, joint ventures, private equity and securities transactions. Alyse also advises companies on a broad range of general corporate, federal securities laws and corporate governance matters, including Securities Exchange Act of 1934 reporting and disclosure matters. She has represented strategic and financial buyers and sellers in M&A transactions ranging in value from $10 million to more than $15 billion and spanning a wide variety of industries, including health care, technology, telecommunications, aerospace, food and beverage, hotels and energy.  In addition, Alyse maintains an active pro bono practice.

During law school, Alyse served as an associate editor for the University of Illinois Law Review and was an extern for the Honorable David Bernthal at the US District Court for the Central District of Illinois.

312.902.5426
Mark D. Wood, corporate securities lawyer Katten Muchin Chicago Law firm
Partner

Mark D. Wood is head of Katten's Securities practice and concentrates in corporate and securities law. Mark represents public companies, issuers and investment banks in initial public offerings (IPOs) and other public offerings, private investment in public equity (PIPE) transactions, debt securities and other securities matters.

Mark also represents clients in complex corporate transactions, including tender offers, mergers, acquisitions, dispositions, going-private transactions, private equity investments, joint ventures and...

312-902-5493