On August 14, 2017, the NYSE amended Sections 204.12 and 204.21 of its Listed Company Manual. These amendments require listed companies to provide notification to the NYSE at least 10 minutes before any public announcement of any action relating to a dividend or stock distribution on a listed stock, including the fixing of a record date for such a dividend or stock distribution. Previously, the NYSE had required notification no later than the time of the public announcement. We described these changes in our alert titled Revised NYSE Dividend Notification Requirements (August 21, 2017).
The NYSE has filed a proposal with the Securities and Exchange Commission (“SEC”) seeking to delay the implementation of these amendments. In its filing with the SEC, the NYSE states that it “will provide reasonable advance notice of the new implementation date to its listed companies by emailing a notice to them that will also be posted on nyse.com.” The new implementation date will be no later than February 1, 2018.
The NYSE indicates in its filing that it is seeking to delay the implementation date because listed companies may need to change their internal procedures to comply with the new policy and because the NYSE has implemented new technology changes and processes to effectively perform this function. The delay would provide listed companies with additional time to prepare to comply with the new requirements and for the NYSE’s systems to provide the necessary support to its staff in reviewing dividend notifications.
The NYSE filing indicates that the versions of the first paragraph of Sections 204.12 and 204.21 that were contained in the NYSE Listed Company Manual prior to the August 14, 2017 amendments will remain operative until the NYSE notifies listed companies that the revised rule text is operative.
Daniel P. AdamsPartner
John O. NewellCounsel