June 1, 2004

NYSE Updates Its Affirmations On

On May 25, the NYSE posted updated versions of its Section 303A Annual Written Affirmation, Interim Written Affirmation and Exhibit G (the updates are not yet marked on the NYSE’s Corporate Governance page – but on the updated forms themselves, they say “Updated May 25, 2004” on the top of the forms).

These updated forms make clear that companies that list only preferred or debt securities don’t have to file the annual CEO certification and that Exhibit G need not be filed by companies that have indicated on Exhibit D that they are exempt from Rule 10A-3 (regarding audit committees). Preferred and debt-only companies still have to file the annual company certification and must either comply with Item E on audit committees or explain their exemption on Exhibit D.

The updated affirmation form also adds business development companies and open-end management investment companies to the types of listed companies and changed the affirmation to apply to such companies. There may be other changes that I didn’t notice.

The Latest on Evolving 10b5-1 Plan Practices

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– Sue Morgan, Partner, Perkins Coie LLP
– Sharon Hendricks, Shareholder, Heller Ehrman LLP
– Lou Rorimer, Partner, Jones Day
– Michael David, Executive Director, Executive Services Group, Morgan Stanley
– John Berton, Vice President and Associate General Counsel, Goldman Sachs
– Keith Schnaars, Director, Private Banking & Investments, Merrill Lynch
– Georgia Bullitt, Executive Director and Counsel, Morgan Stanley
– Jeff Mullen, Vice President, Structured Equity Solutions Group, Goldman Sachs

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