Daily Rules, Proposed Rules, and Notices of the Federal Government
The Exchange proposes to amend the Listed Company Manual to amend Section 204.00 to create a uniform method for a company to provide notice to the Exchange when required to do so pursuant to Sections 204.06, 204.12, 204.17, 204.21, 204.22, 311.01, 401.02, and 601.00 of the Listed Company Manual, and to make conforming changes. In addition, the Exchange proposes to make administrative changes to the "Guide to Requirements for Submitting Data to the Exchange," which is set forth in the Introduction to the Listed Company Manual. The text of the proposed rule change is available on the Exchange's Web site at
In its filing with the Commission, the self-regulatory organization included statements concerning the purpose of, and basis for, the proposed rule change and discussed any comments it received on the proposed rule change. The text of those statements may be examined at the places specified in Item IV below. The Exchange has prepared summaries, set forth in sections A, B, and C below, of the most significant parts of such statements.
The Exchange proposes to amend Section 204.00 of the Listed Company Manual to create a uniform method for a company to provide notice to the Exchange when required to do so pursuant to Sections 204.06, 204.12, 204.17, 204.21, 204.22, 311.01, 401.02, and 601.00 of the Listed Company Manual, and to make conforming changes. In addition, the Exchange proposes to make administrative changes to the "Guide to Requirements for Submitting Data to the Exchange," which is set forth in the Introduction to the Listed Company Manual.
A company is currently permitted to provide notices of certain events to the Exchange through specified methods--for example, by telephone, facsimile, telegram, letter, or email--that vary from section-to-section of the Listed Company Manual. In some cases, multiple notices are required, for example telephone notice followed by a facsimile confirmation. The Listed Company Manual currently provides the following methods for providing notice to the Exchange:
The Exchange believes that establishing uniform methods to provide a single notice to the Exchange when required pursuant to the rules specified in the chart above will simplify the notification process and help to ensure that all notices will be received and managed more efficiently. Accordingly, the Exchange proposes to replace references in the Listed Company Manual in the Introduction and the Sections set forth above that describe current notification methods with references to Section 204.00. Section 204.00 will provide that if a provision of the Listed Company Manual requires a company to give notice to the Exchange pursuant to Section 204.00, the company shall provide such notice through a web-based communication system (
The Exchange notes that there are numerous notification requirements in Sections 204.01-204.25, but that the web-based notification procedure required by proposed Section 204.00 would only be applicable where the relevant subsection as listed above specifically provided that it was. The Exchange believes that this is a reasonable approach, as the provisions in Sections 204.01-204.25 with respect to which the procedures of Section 204.00 would be required all relate to matters where timely notification is essential to the ability of investors to arrange to be holders of a security on the record date for a distribution or shareholder meeting. The other provisions of Section 204.01-204.25 relate to matters with respect to which the Exchange needs to be informed promptly, such as a change in transfer agent or trustee (Section 204.02) or change in auditors (Section 204.03), but which do not give rise to the possibility that the failure to be informed immediately could materially disadvantage investors in the same way that the need to take timely action to be a security holder on a record date does. As such, the Exchange believes that it is reasonable to afford companies more flexibility with respect to how companies comply with these other notification requirements than would be the case under the web-based notification provision of Section 204.00.
The Exchange also proposes to make two clarifying changes in connection with the proposed amendments to Section 204.00. First, the Exchange proposes to amend the guidance on press releases in the "Guide to Requirements for Submitting Data to the Exchange," which is set forth in the Introduction to the Listed Company Manual. The purpose of the change is to conform the guidance in the Guide with the corresponding requirement under Section 202.06. As proposed, the revised guidance will state that, where material corporate developments are disclosed between 9:00 a.m. and 5:00 p.m. EST, verbal communication should be given to the NYSE at least 10 minutes prior to public release of the information and a copy of the text of the
Finally, the Exchange proposes to make three administrative changes to the "Guide to Requirements for Submitting Data to the Exchange." First, the Exchange proposes to amend from six (6) to three (3) the number of copies of a proxy statement that a listed company must submit to the Exchange. The Exchange has determined that three copies of the proxy statement is sufficient for the Exchange's review purposes and that the proposed amendment would reduce an administrative burden on listed companies. Second, the Exchange proposes to change the name of the item "Shareholders' Meeting Notice" to "Shareholders' Meeting/Notice of Record Date or Change of Record Date." The Exchange believes this amendment would assist listed companies in their compliance with the corresponding obligation by clarifying the meaning of the item. Third, the Exchange proposes to amend the description of the due date for the item "Shareholders' Meeting/Notice of Record Date" so that it conforms with the due date for the item "Dividend Notification." The Exchange believes this amendment also would assist listed companies in their compliance with the corresponding obligation by clarifying the terms of the due date.
The Exchange believes that its proposal is consistent with Section 6(b) of the Act,
The Exchange does not believe that the proposed rule change will impose any burden on competition that is not necessary or appropriate in furtherance of the purposes of the Act.
No written comments were solicited or received with respect to the proposed rule change.
Within 45 days of the date of publication of this notice in the
(A) By order approve or disapprove the proposed rule change, or
(B) Institute proceedings to determine whether the proposed rule change should be disapproved.
Interested persons are invited to submit written data, views, and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods:
* Use the Commission's Internet comment form (
* Send an email to
* Send paper comments in triplicate to Elizabeth M. Murphy, Secretary, Securities and Exchange Commission, 100 F Street NE., Washington, DC 20549-1090.