Summary NASD and NYSE to consolidate regulatory operations By merging regulatory operations of NASD and NYSE Group into a single self-regulatory organization (SRO) Creates a single regulator for 5,000 brokers and dealers Expected to be operational close in 2Q 2007 Will eliminate duplication and reduce costs Supported by SEC SEC Chairman statement [more...]
Recent Developments SEC approves Nasdaq changes to grace periods for bid price test 2.05.04 Minimum $1.00 Bid Rule 4450(a)(5) Precedent delistings La Jolla Pharma Receives delisting notice 10.26.05 Reverse stock split Grace Periods National Market Issuer If issuer fails the bid price test Automatic 180-day grace period Second [more...]
Summary Nasdaq switches its legal status under the Exchange Act Becomes a national securities exchange per 1934 Act §6 Same status as the New York Stock Exchange Had been a subsidiary of NASD A national securities association per 1934 Act §15A Change is related to separation of Nasdaq from NASD Change became effective on 8.01.06 Nasdaq [more...]
Corporate Financing Rule Summary Underwritten public offerings are generally subject to NASD review and approval Including whether the underwriters proposed compensation is fair and not excessive For NASD-member underwriters Regulates total amount of underwriting compensation Prohibits unfair and unreasonable arrangements Restricts resales [more...]
Underwriter Conflicts of Interest NASD Rule 2720 Rule text Restricts NASD members from participating in a distribution of: Securities issued by an affiliate as defined by Rule 2720(b)(1) Securities issued by any other issuer, if NASD member or any of its affiliates has a conflict of interest as defined by Rule 2720(b)(7) NASD [more...]
Developments Nasdaq becomes a national securities exchange NASD conforming changes for securities offering reform NASD proposes rule on fairness opinions NYSE plans to trade more debt securities Would allow trading on NYSE's Automated Bond Systems for unlisted debt securities issued by NYSE equity-listed companies and their subsidiaries e.g., [more...]
Summary Exchanges may register as national securities exchanges Per Exchange Act §6 Definitions Broker Dealer Exemptions from registration Rules 15a-1 to 15a-10 Registration requirements Rules 15b1-1 to 15b11-1 Unregistered and Foreign Exchanges Exchange Act §5 Unregistered Exchanges Exchange [more...]
Summary Rule 452 requires brokers to give proxies for stock held in street name when directed by the beneficial owner of the stock And authorizes brokers to vote shares held in street name on routine proposals If the beneficial owner has not provided specific voting instructions to the broker at least 10 days before a scheduled meeting This [more...]
Summary NYSE and Nasdaq rules require shareholder approval of specified equity issuances NYSE Rule 312 Nasdaq Rule 4350(i) These rules can go beyond requirements of state corporate law Developments NYSE approved rule change to eliminate treasury stock exception NYSE order published by SEC SEC website version [more...]