On August 27, 2015, the New York Stock Exchange LLC (“NYSE”) submitted a rule change proposal to the Securities and Exchange Commission (“SEC”) to amend Section 202.06 of the NYSE Listed Company Manual, effective September 28, 2015. The NYSE’s amendments affect the timing and process for the release of material news by NYSE-listed companies. A brief summary of the amendments is set forth below.
Pre-Market Announcements. Section 202.06 currently requires NYSE-listed companies to notify the NYSE at least ten minutes before releasing material news shortly before the opening of trading on the NYSE or during market hours (9:30 a.m. to 4:00 p.m. Eastern time). The amendments expand this time frame to include material news released between 7:00 a.m. and 4:00 p.m. Eastern time. Accordingly, NYSE-listed companies will be required to notify the NYSE as early as 6:50 a.m. Eastern time. In addition, under the rule amendment NYSE-listed companies are required to notify the NYSE by telephone, in addition to submitting the proposed release via the NYSE’s website.
Post-Market Announcements. Section 202.06 currently permits NYSE-listed companies to release material news immediately after the close of trading at 4:00 p.m. Eastern time. The amendments include advisory text requesting that NYSE-listed companies intending to release material news after the close of trading wait until the earlier of the publication of their security’s official closing price on the NYSE or 15 minutes after the scheduled closing time on the NYSE (i.e., 4:15 p.m. Eastern time, except for days on which the market closes early).
Trading Halts. Section 202.06 previously limited the NYSE’s authority to halt trading to situations when a NYSE-listed company intended to release material news during market hours. The amendments enable the NYSE to halt trading in other circumstances, including (i) during pre-market hours at the request of a NYSE-listed company, (ii) when the NYSE believes it is necessary to request certain information from a NYSE-listed company, and (iii) when a NYSE-listed security is also listed on another national or foreign securities exchange and such other exchange halts trading in such security for regulatory reasons.
Methods for Release of Information. Lastly, the amendments to Section 202.06 update the methods for releasing material news to require NYSE-listed companies to either (i) include the news in a Form 8-K or Form 6-K as applicable, or other SEC filing, or (ii) issue a press release to major news wire services, including Dow Jones & Company, Inc., Reuters Economic Services and Bloomberg Business News.
For a copy of the SEC Release pertaining to the amendments, please see: http://www.sec.gov/rules/sro/nyse/2015/34-75809.pdf
For a copy of the NYSE filing with the SEC, please see: https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-filings/filings/2015/SR-NYSE-2015-38.pdf
If you have any questions concerning this bulletin, please contact your Seward & Kissel LLP Capital Markets Group attorney.
