In light of recent unprecedented declines in the U.S. equities market resulting from COVID-19, on March 19th the New York Stock Exchange (the “NYSE”) filed a proposal to suspend its requirement that all listed companies maintain an average global market capitalization of at least $15 million.1 The proposal was approved by the SEC on March 20, 2020, waiving the normal 30- day period that a proposed rule change usually takes before becoming effective.
Prior to the suspension, Section 801.02B of the NYSE Listed Company Manual provided that the NSYE would promptly initiate suspension and delisting procedures for any listed company determined to have an average global market capitalization over a consecutive 30 trading-day period of less than $15 million. In addition, unlike violations of other continued listing requirements, the NYSE would immediately suspend trading and commence the delisting process and not afford companies in violation of this standard to present a plan to regain compliance within 18 months to regain compliance.
The suspension of the rule is effective until June 30, 2020, and may not be relied upon by companies that received a formal notice of non-compliance with the Rule from the NYSE prior to March 19th, 2020. Following the end of the suspension, the 30-day measurement period for companies having a market capitalization below $15 million will commence on July 1, 2020. The suspension also does not suspend any other continued listing standard of the NYSE, including without limitation, the minimum $1.00 bid price requirement.
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1 The SEC notice may be found at https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-filings/sec-approvals/2020/SR-NYSE-2020-21.pdf
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If you have any questions about this proposed rule changes or any other capital markets related issues, please contact your primary relationship attorney at Seward & Kissel LLP.
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