NYSE Notice Procedures
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1 NYSE Proposes to Require Electronic Submission of Notices to NYSE Through Web-Based Communication System SUMMARY The SEC has published for public comment proposed changes to the New York Stock Exchange Listed Company Manual that would require most notices to the NYSE by listed companies to be made electronically through egovdirect.com, the NYSE s web portal, or by , rather than by telephone, fax, telegram or otherwise. Notice of material corporate events or statements regarding rumors during or shortly before market hours would still require telephone notice to the NYSE at least ten minutes prior to release. Comments on the proposal are due by December 18, REQUIRED USE OF NYSE WEB-BASED COMMUNICATION SYSTEM The NYSE proposes to modernize its Listed Company Manual by amending Section to provide that, in most circumstances requiring notice to the NYSE, listed companies will be required to provide such notice via a web portal (presently expected to be egovdirect.com) or an address specified by the NYSE on its website. Only in emergency situations (including lack of computer/internet access, a technical problem or incompatibility between the systems of the listed company and the NYSE) could companies instead provide these notifications by telephone, followed by facsimile confirmation. The new notice procedures of Section would apply to the following types of notices required by the Listed Company Manual: The fixing of a date for closing of the transfer books or taking of a record of shareholders for any purpose, under Sections , and ; Dividend or distribution-related notices, under Section ; Setting a date for any shareholder meeting, under Section ; and New York Washington, D.C. Los Angeles Palo Alto London Paris Frankfurt Tokyo Hong Kong Beijing Melbourne Sydney
2 Transfer agents notifications to the NYSE at the end of each calendar quarter of the number of shares of a company outstanding, under Section The revised Section would also state that if a rule containing a notification requirement does not specify how such requirement should be met, a company could then provide notice in accordance with the methods provided by Section or through any other reasonable method. The NYSE believes that this uniform web-based method of communication will help ensure that notices are received and managed in an efficient manner and will generally be more reliable than the existing methods of notification for these items, which include notices by telegram, telephone, or facsimile. VERBAL NOTIFICATION FOR DISCLOSURE OF MATERIAL CORPORATE DEVELOPMENTS The proposed changes would provide that if a listed company discloses material corporate developments or issues a statement addressing a rumor between 9:00 a.m. and 5:00 p.m. EST, the NYSE will continue to require (under Section of its Listed Company Manual) that the company provide to the NYSE: verbal notification by telephone at least 10 minutes prior to the public release of the information; and a copy of the text of the announcement via the web-based notification methods specified in Section , at least 10 minutes prior to release of the information. In addition, the NYSE proposes to clarify that in the event of a redemption of a listed security, the company must follow the same timely alert procedures under Section (i.e., by telephone, followed by web-based transmission of the text of the notice, in accordance with proposed Section ) by deleting an outdated reference to hand delivery at the end of Section DELIVERY OF PRINTED PROXY STATEMENTS The proposed revisions would continue to require companies to provide the NYSE with definitive copies of proxy materials (including the proxy card) no later than the date that the material is sent or given to shareholders, but would reduce the number of copies needed from six to three (consistent with the requirements of Rule 14a-6(b) under the Securities Exchange Act of 1934). * * * Copyright Sullivan & Cromwell LLP
3 ABOUT SULLIVAN & CROMWELL LLP Sullivan & Cromwell LLP is a global law firm that advises on major domestic and cross-border M&A, finance, corporate and real estate transactions, significant litigation and corporate investigations, and complex restructuring, regulatory, tax and estate planning matters. Founded in 1879, Sullivan & Cromwell LLP has more than 800 lawyers on four continents, with four offices in the United States, including its headquarters in New York, three offices in Europe, two in Australia and three in Asia. CONTACTING SULLIVAN & CROMWELL LLP This publication is provided by Sullivan & Cromwell LLP as a service to clients and colleagues. The information contained in this publication should not be construed as legal advice. Questions regarding the matters discussed in this publication may be directed to any of our lawyers listed below, or to any other Sullivan & Cromwell LLP lawyer with whom you have consulted in the past on similar matters. If you have not received this publication directly from us, you may obtain a copy of any past or future related publications from Jay Plum ( ; plumj@sullcrom.com) in our New York office. CONTACTS New York Robert Buckholz buckholzr@sullcrom.com Catherine M. Clarkin clarkinc@sullcrom.com Jay Clayton claytonwj@sullcrom.com Audra D. Cohen cohena@sullcrom.com H. Rodgin Cohen cohenhr@sullcrom.com Donald R. Crawshaw crawshawd@sullcrom.com Robert W. Downes downesr@sullcrom.com William G. Farrar farrarw@sullcrom.com Matthew M. Friestedt friestedtm@sullcrom.com Joseph B. Frumkin frumkinj@sullcrom.com David B. Harms harmsd@sullcrom.com Alexandra D. Korry korrya@sullcrom.com Stephen M. Kotran kotrans@sullcrom.com John P. Mead meadj@sullcrom.com Scott D. Miller millersc@sullcrom.com James C. Morphy morphyj@sullcrom.com Robert W. Reeder III reederr@sullcrom.com Robert M. Schlein schleinr@sullcrom.com Glen T. Schleyer schleyerg@sullcrom.com Max J. Schwartz schwartzmax@sullcrom.com Andrew D. Soussloff soussloffa@sullcrom.com Marc Trevino trevinom@sullcrom.com -3-
4 Washington, D.C. Rebecca S. Coccaro Janet T. Geldzahler Eric J. Kadel, Jr Robert S. Risoleo Los Angeles Patrick S. Brown Eric M. Krautheimer Alison S. Ressler Palo Alto Sarah P. Payne John L. Savva London Nikolaos G. Andronikos Kathryn A. Campbell Richard C. Morrissey John O'Connor William A. Plapinger David Rockwell George H. White III Paris Krystian Czerniecki William D. Torchiana Frankfurt Krystian Czerniecki David Rockwell Melbourne Robert Chu Sydney Waldo D. Jones, Jr Tokyo Izumi Akai Hong Kong William Y. Chua Michael G. DeSombre Chun Wei John D. Young, Jr
5 Beijing Garth W. Bray SC1: v5-5-
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