On 13 April 2017, the New York Stock Exchange ("NYSE") filed a proposed rule change with the SEC that would amend (i) Section 204.12 of the NYSE's Listed Company Manual ("Manual") requiring listed companies to give prompt notice of any action relating to a dividend or stock distribution in respect of a listed stock and (ii) Section 204.21 of the Manual, which requires listed companies to give prompt notice of the fixing of a date for the taking of a record of shareholders, or for the closing of transfer books with respect to a listed security, for any purpose.
Pursuant to the proposed changes, listed companies would be required to provide ten minutes' advance notice to the NYSE before making any public announcement about a dividend or stock distribution, including outside the hours of operation of the NYSE's "immediate release policy," rather than just those made within the hours of operation of the "immediate release policy" as is currently the case. The Manual currently provides that between 7:00 a.m. ET and the time at which the NYSE closes (generally 4:00 p.m. ET), companies are required to call the NYSE's Market Watch team at least ten minutes before such announcement. In addition to this, companies must be prepared to discuss the content of their announcement and email a copy of this announcement to the NYSE.
The NYSE states in its proposal that the proposed rule change is aimed at avoiding confusion in the marketplace where there is contradictory information available from multiple sources, or uncertainty as to whether news reports of dividends are accurate. NYSE staff will now also be enabled to respond to questions from market participants relating to corporate actions.
The NYSE's proposal is subject to the approval of the SEC. When the proposed rule change becomes effective, NYSE-listed companies should take appropriate action to comply with the new notice requirements.
The NYSE's proposal to the SEC is available at:
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