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ARTICLE · 31 MAY 2021

NYSE Amends Shareholder Approval Rules

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
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Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

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In April 2021, the Securities and Exchange Commission approved amendments to the New York Stock Exchange's shareholder approval rules for related party issuances and the issuance of 20% or more...

United StatesCorporate/Commercial Law
Daniel Kajunski
Daniel Kajunski
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In April 2021, the Securities and Exchange Commission approved amendments to the New York Stock Exchange's shareholder approval rules for related party issuances and the issuance of 20% or more of a company's stock. The amendments bring the NYSE's shareholder approval requirements into closer alignment with those of the Nasdaq and are similar to the temporary COVID-19 waivers of the NSYE's shareholder approval rules that expired in 2020 discussed in our earlier Viewpoints advisories.1

Related Party Issuances

Before the new amendments, Section 312.03(b) of the NYSE Listed Company Manual generally required prior shareholder approval of any issuance to (1) a director, officer or substantial security holder, (2) a subsidiary, affiliate or other closely related person of a director, officer or substantial security holder or (3) any company or entity in which a director, officer or substantial security holder has a substantial direct or indirect interest, in each

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