UPDATE 8/28/17: Last week we reported a New York Stock Exchange rule change requiring companies announcing dividends and stock distributions outside of market hours to give at least 10 minutes' advance notice to the NYSE prior to any such announcements, including announcements of record dates. The rule change was to become effective upon SEC approval, which was given on August 14.
The NYSE has now asked the SEC to delay effectiveness of the change. The request says the delay is needed to give companies time to prepare. However, perhaps more importantly, the NYSE notes that it “has implemented new technology changes and processes” and that the additional time is needed for the new system “to provide the necessary support to Exchange staff in reviewing [these] notifications”.
The NYSE says it will provide “reasonable advance notice” of the new implementation date by email to listed companies and will also post a notice on its website, and that the new implementation date will be no later than February 1, 2018.
Original alert 8/23/17: On August 14, 2017, the SEC approved a New York Stock Exchange rule change regarding announcements of dividends and stock distributions. The change is effective immediately and affects only announcements made outside of market hours. Under the new rule, a company must give at least 10 minutes’ advance notice prior to any such announcements, including announcements of record dates. The NYSE has also published a chart showing the changes implemented by the rule.
On August 17, 2017, the SEC issued a clarification of its earlier announcement that companies need not include in draft registration statements filed on a confidential basis financial information that need not be included in the registration statement at the time it is publicly filed; previously, this relief was available only to Emerging Growth Companies. Among other things, the clarification states that the SEC Staff “will not delay processing if an issuer reasonably believes omitted financial information will not be required at the time the registration statement is publicly filed.”
If you have any questions, please contact Gunster attorneys David Scileppi or Bob Lamm.
