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ARTICLE · 31 AUGUST 2021

NYSE Conforms Related Party Transaction Definition

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On August 26, 2021, the US Securities and Exchange Commission ("SEC") approved an amendment to Rule 314 of the NYSE Listed Company Manual in connection with the review and approval of related party transactions.

United StatesCorporate/Commercial Law
Brian D. Hirshberg
Brian D. Hirshberg
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On August 26, 2021, the US Securities and Exchange Commission ("SEC") approved an amendment to Rule 314 of the NYSE Listed Company Manual in connection with the review and approval of related party transactions.  As we previously blogged, earlier this year the NYSE amended certain of its shareholder approval rules, including those relating to issuances of common stock to a listed company's directors, officers, and substantial security holders ("Related Parties").  As part of those amendments, Rule 314 required a company's audit committee to conduct a reasonable prior review and oversight of all transactions involving Related Parties for potential conflicts of interest and prohibit any such transaction if it determined the transaction to be inconsistent with the interests of the company and its shareholders.  With respect to public disclosure, Item 404 of Regulation S-K and Item 7.B of Form 20-F set forth the SEC's requirements for disclosures of transactions involving

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