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ARTICLE · 26 MAY 2020

Temporary Nasdaq Relief From Shareholder Vote Requirement

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On May 4, 2020, the Securities and Exchange Commission approved a rule filing from Nasdaq granting temporary relief from the shareholder approval requirements in respect of certain transactions.

United StatesCorporate/Commercial Law
Brian D. Hirshberg
Brian D. Hirshberg
Anna T. Pinedo
Anna T. Pinedo
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On May 4, 2020, the Securities and Exchange Commission approved a rule filing from Nasdaq granting temporary relief from the shareholder approval requirements in respect of certain transactions (the "rule filing"). Nasdaq has adopted Listing Rule 5336T, which provides for limited relief from Nasdaq Listing Rule 5635(d) ("transactions other than public offerings") and under certain limited circumstances a limited attendant exception to Listing Rule 5635(c) ("equity compensation").

Discounted Issuances in Transactions Other than a Public Offering

Rule 5635(d) requires that a listed company obtain shareholder approval for certain transactions other than public offerings that involve an issuance of common stock or securities convertible into, or exercisable for, common stock in excess of 20% of pre-transaction total shares outstanding at a price below the "minimum price" or 20% or more of the voting power outstanding before the transaction. The minimum price is

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