SEC approves amendments to NYSE rules re delisting

By:  Cydney Posner

The SEC has approved amendments to NYSE exchange delisting rules implemented to conform to recent amendments to SEC rules regarding removal from listing and withdrawal from registration. Under amended Rule 12d2-2, all exchange-initiated and issuer-initiated delisting applications must be filed with the SEC electronically on Form 25. The SEC no longer issues orders to effectuate the delisting and deregistration of securities. Rather, the delisting will occur 10 days after the Form 25 is filed with the SEC, while the deregistration under Section 12(b) will occur 90 days, or such shorter period as the SEC may determine, after the filing of the Form 25, unless the SEC postpones the deregistration pursuant to Rule 12d2-2(d)(3). See my email of 7/15/05.

The amendments conform the existing NYSE rules to the SEC's new requirements. With respect to an NYSE-initiated delisting, the amendments to Sections 804.00 of the NYSE Listed Company Manual provide that, prior to filing the Form 25 with the SEC to withdraw a security from listing and registration, the NYSE will give public notice of its final determination to delist the security by issuing a press release and posting a notice on its website. The notice will remain posted until the delisting is effective.

In the case of an issuer-initiated delisting, the NYSE is retaining Section 806.02 of the Manual, which currently provides that an issuer may delist a security after its board approves the action and the issuer furnishes the NYSE with a copy of the board resolution authorizing the delisting, certified by the secretary of the issuer. However, the NYSE is clarifying that the issuer must comply with all of the requirements of amended SEC Rule 12d2-2(c) and then, to withdraw its security from listing and registration, the issuer must file a copy of Form 25 with the NYSE immediately after submitting the Form 25 to the SEC.

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