TheCorporateCounsel.net

Yesterday, the SEC posted a notice of a second amendment to NYSE’s proposal to change Section 802.01D of the Listed Company Manual to allow the Exchange to commence immediate suspension and delisting procedures if a company changes its primary business focus. Together, the two amendments to the proposal make the following key changes:

– Add a requirement that any company that undertakes a change in its primary business focus must promptly provide notice of such change in writing;

– Clarify that the delisting procedure applies where the company has changed its primary business focus to a new area of business that is “substantially different” from the business it was engaged in at the time of its original listing or, as provided in the original filing, which was immaterial to its operations at the time of its original listing; and

– Clarify that NYSE would focus its analysis of a company’s suitability for continued listing after a change in operations on whether it would have accepted the listed company for initial listing if it had been engaged in its modified business at the time of original listing and on the qualitative aspects of the company’s suitability — not the quantitative standards for initial listing.

The SEC invites comments here, but also issued an order granting accelerated approval of the proposed listing rule changes, as amended.

– Meredith Ervine