On September 28, 2015, NYSE amendments to Section 202.06 of its Listed Company Manual will take effect. The Section governs the circumstances under which companies must notify the NYSE at least ten minutes before disseminating material news and gives the NYSE authority to halt trading in a listed company’s securities. The amendments require listed companies to now notify the NYSE of material news beginning at 7:00 am (instead of only during market hours) and give the NYSE additional discretion to impose trading halts.
NYSE Notice to Companies:
Material News Announcements:
The amendments will require companies to notify the NYSE at least ten minutes before releasing material news beginning at 7:00am (the rule previously applied only shortly before the opening of trading and during the 9:30am-4pm trading session).
- Practice tip: Companies should call the Exchange’s Market Watch Group (212-656-5414 or 877-699-2578) at least 10 minutes in advance of the dissemination of material news between 7am and 4pm and provide a copy of any written form of announcement at the same time via email to firstname.lastname@example.org.
Between 7:00 am and 9:30 am, companies will be responsible for determining and advising the NYSE as to whether it should halt trading pending dissemination of a material announcement (the rule previously did and will continue to allow NYSE to impose a trading halt during the 9:30am – 4pm trading session). A pre-market trading halt by the NYSE results in a temporarily halt on other securities exchanges as well, such as NYSE Arca Securities and NASDAQ, which open for trading at 4:00 am ET.
The amendments also expand the circumstances under which the NYSE may institute a halt on trading during market hours. The NYSE may now halt trading not only in connection with material news but also if it is necessary to request, receive and evaluate information from a listed company relating to material news, the company’s compliance with the NYSE’s continued listing requirements or any other information which is necessary to protect investors and the public interest.
The amendments also:
- Request (via advisory language in the amended rule) that listed companies intending to release material news after the close of trading on the NYSE wait until the earlier of the publication of their security’s official closing price on the NYSE or 15 minutes after the scheduled closing time on the NYSE.
- Make express the NYSE’s longstanding policy that it may halt trading in an American Depositary Receipt (ADR) or other security listed on the NYSE, when the NYSE-listed security (or other security underlying the ADR) is listed on or registered with another national securities exchange or foreign exchange or market and the other exchange (or regulatory authority overseeing the exchange) halts trading in the security for regulatory reasons.
Amended Rule Text: