The NYSE recently amended its rules relating to notifications of material news and trading halts. The rule changes, which are effective from 28 September 2015, amend Section 202.06 of the NYSE Listed Company Manual, which contains the rules applicable to issuers listed on the NYSE.
The rule changes expand the pre-market hours during which listed companies are required to notify the NYSE prior to disseminating material news, to 7:00 a.m. (US Eastern Time). Currently, listed companies are required to comply with this requirement during the NYSE trading session, so the effect of the amended rule is to extend this requirement to the period between 7:00 a.m. and the commencement of trading on the NYSE at 9:30 a.m.
The amended rules also provide the NYSE with authority to halt trading:
- during pre-market hours at the request of a listed company;
- when the NYSE believes it is necessary to request certain information from listed companies; and
- in an American Depositary Receipt ("ADR") or other listed security, when the NYSE-listed security (or the security underlying the ADR) is listed on or registered with another national or foreign securities exchange and such other exchange (or regulatory authority overseeing such exchange) halts trading in such security for regulatory reasons.
The NYSE also has provided new guidance related to the release of material news after the close of trading. Section 202.06(C) of the NYSE Listed Company Manual requires companies to release material news by the fastest available means. Listed companies can disclose such material news via any Regulation FD compliant method, including by filing a Form 8-K with the SEC. The NYSE's new guidance states that listed companies releasing material news should either (i) include the news in a Form 8-K or other SEC filing, or (ii) issue the news in a press release to the major news wire services, including, at a minimum, Dow Jones & Company, Inc., Reuters Economic Services and Bloomberg Business News. The NYSE believes that distribution by either of these methods is consistent with current disclosure practices and ensures adequate dissemination.
The amended rule also includes advisory language that listed companies intending to release material news after the close of trading on the NYSE should 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.
The NYSE memorandum summarising the rule changes is available at: https://www.nyse.com/publicdocs/nyse/regulation/nyse/timelyalertmemo_amendment.pdf
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
