By:  Cydney Posner

The SEC has posted for public comment proposed changes to the NYSE listed company manual.The proposed rule changes would eliminate the current requirement to distribute an annual report to shareholders, amend the current requirements for notices to and filings with the NYSE, add a requirement that listed companies maintain a website, specify more precisely certain requirements applicable to listed foreign private issuers, and effect certain incidental and conforming changes to the manual.

Instead of requiring that companies distribute annual reports, the proposed new rule would require listed companies required to file annual reports (10-K, 20-F, 40-F or N-CSR) with the SEC to simultaneously make those annual reports available to shareholders on, or by a link through, the companies’ websites. A listed company would also be required to post a prominent undertaking to provide to all holders (including preferred shareholders and bondholders), upon request, hard copies of its complete audited financial statements free of charge. At the same time, the company must also issue a press release, published pursuant to the NYSE's press release policy, stating that its annual report has been filed with the SEC and indicating that shareholders may request a hard copy of its complete audited financial statements free of charge. A company must provide the hard copies within a reasonable period of time following the request. The NYSE has also proposed to eliminate the current requirement that a company inform the NYSE if it is unable to file its annual report with the SEC in a timely manner.

The proposed new rules would also require any company required to file interim financial statements with the SEC to issue an interim earnings press release as soon as the interim financial statements are available. Although distribution of interim reports is not required, if listed companies do distribute interim reports to shareholders, they should be distributed to both registered and beneficial shareholders; .

Under the new rules, the NYSE would continue to require that hard copies of some documents be filed, including:

  • one hard copy of materials necessary to support a listing application;
  • six definitive hard copies of all proxy materials, not later than the date on which the material is physically or electronically delivered to shareholders;
  • one hard copy of any 6-K filings not required to be filed through EDGAR; and
  • one hard copy of any notice to shareholders with respect to any proposed amendments to the company's charter, promptly following the date that the notice is given or the charter is amended. The filing must also include a certified copy of the amended charter along with a letter of transmittal indicating the sections amended since the previous filing of amendments or amended documents. A similar procedure would be required with respect to resolutions of the Board of Directors or any certificate or other document that has the effect of an amendment to the charter or by-laws.
As noted above, under the proposed rules, a listed company would be required to have and maintain a publicly accessible website, which would generally be required to include a printable version of the applicable charters of its compensation, nominating and audit committees, as well as its corporate governance guidelines and code of business conduct and ethics. A foreign private issuer would be required to include certain disclosure in English on its website, which must be accessible from the United States.

This content is provided for general informational purposes only, and your access or use of the content does not create an attorney-client relationship between you or your organization and Cooley LLP, Cooley (UK) LLP, or any other affiliated practice or entity (collectively referred to as "Cooley"). By accessing this content, you agree that the information provided does not constitute legal or other professional advice. This content is not a substitute for obtaining legal advice from a qualified attorney licensed in your jurisdiction, and you should not act or refrain from acting based on this content. This content may be changed without notice. It is not guaranteed to be complete, correct or up to date, and it may not reflect the most current legal developments. Prior results do not guarantee a similar outcome. Do not send any confidential information to Cooley, as we do not have any duty to keep any information you provide to us confidential. When advising companies, our attorney-client relationship is with the company, not with any individual. This content may have been generated with the assistance of artificial intelligence (Al) in accordance with our Al Principles, may be considered Attorney Advertising and is subject to our legal notices.