ARTICLE
4 January 2021

Nasdaq Proposes To Allow Primary Direct Floor Listings

CW
Cadwalader, Wickersham & Taft LLP

Contributor

Cadwalader, established in 1792, serves a diverse client base, including many of the world's leading financial institutions, funds and corporations. With offices in the United States and Europe, Cadwalader offers legal representation in antitrust, banking, corporate finance, corporate governance, executive compensation, financial restructuring, intellectual property, litigation, mergers and acquisitions, private equity, private wealth, real estate, regulation, securitization, structured finance, tax and white collar defense.
Nasdaq proposed a rule change to provide alternative means - a primary direct listing - for exchange-listed companies to raise equity.
United States Corporate/Commercial Law

Nasdaq proposed a rule change to provide alternative means - a primary direct listing - for exchange-listed companies to raise equity.

Specifically, Nasdaq proposed to allow companies "to list in connection with a primary offering in which the company will sell shares itself in the opening auction on the first day of trading on Nasdaq and to explain how the opening transaction for such a listing will be effected." The rule proposal is similar to one that the SEC recently approved for the NYSE (see previous coverage). Nasdaq asked the SEC to approve its rule change immediately without waiting for public comment.

Commentary

The NYSE rule proposal was approved by a 3-2 vote with SEC Chair Clayton in the majority and both Democratic Commissioners voting no. Chair Clayton has now resigned. What might that do to the Nasdaq proposal?

Primary Sources

  1. SEC Notice of Filing of Proposed Nasdaq Rule Change
  2. SEC Statement: Staff Statement Regarding Nasdaq Rule Proposal

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