By Luci Staller Altman, Andrew Beck and Daniel M. Miller
Published in The Metropolitan Corporate Counsel January 2004
On November 4, 2003, the U.S. Securities and Exchange Commission approved new corporate governance rules for companies with securities listed on the New York Stock Exchange. These rules have their genesis in the June 2002 recommendations of the NYSE’s Corporate Accountability and Listing Standards Committee, and were subsequently refined to comply with the Sarbanes-Oxley Act of 2002 (SOx) and to generally harmonize them with Nasdaq’s corporate governance requirements. This article summarizes the final NYSE rules.
Definition of Independence.
To qualify as an independent director, the NYSE requires the board to affirmatively determine and disclose that the director has no material relationship with the company either directly or through another organization that has a relationship with the company. Boards are expressly required to broadly consider all relevant facts
