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ARTICLE · 20 OCTOBER 2020

Proposed Changes To NYSE Shareholder Approval Rules

Mayer Brown
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On October 6, 2020, the New York Stock Exchange ("NYSE") filed a proposed rule amendment in order to seek approval to amend certain of the shareholder approval requirements set forth...

United StatesCorporate/Commercial Law
Brian D. Hirshberg
Brian D. Hirshberg
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On October 6, 2020, the New York Stock Exchange ("NYSE") filed a proposed rule amendment in order to seek approval to amend certain of the shareholder approval requirements set forth in Section 312 of the NYSE Listed Company Manual. Paragraphs (b) and (c) of Section 312 require NYSE-listed companies to obtain shareholder approval prior to certain equity issuances. The proposed changes would bring the NYSE's shareholder approval rules into closer alignment with those of Nasdaq and the NYSE American.

Section 312.03(b) requires shareholder approval for certain issuances of common stock to specified related parties. This approval is required if the shares to be issued exceed 1% of the shares outstanding before the issuance. However, a limited exception permits sales to related parties that are only substantial security holders of the issuer so long as no more than 5% of outstanding shares are issued and the shares are issued at no less than the minimum price. The NYSE

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