Recently, the Securities and Exchange Commission issued a release (the Release) approving, with immediate effectiveness, the New York Stock Exchange’s (NYSE) proposal to extend through September 30 the NYSE’s temporary and partial waivers from the requirement that NYSE-listed companies obtain stockholder approval in connection with certain related party and 20 percent equity issuances (the Waiver). As discussed in the April 17, 2020 edition of Corporate & Financial Weekly Digest, the SEC previously approved the Waiver of such shareholder approval requirements for NYSE-listed companies through June 30 in the wake of the disruptions caused by the coronavirus (COVID-19) pandemic, and the great likelihood that many listed companies would experience urgent liquidity needs and require access to additional capital that was unavailable in the public equity or credit markets. The Waiver provides NYSE-listed issuers with greater flexibility to engage in capital raising transactions, such as private investments in public equity (PIPE) transactions and registered direct offerings, that may otherwise be constrained by the NYSE’s existing stockholder approval rules. In the Release, the SEC noted that, “[s]ince the implementation of the Waiver, a number of listed companies have completed capital raising transactions that would not have been possible without the flexibility provided by the Waiver.” The SEC also indicated in the Release that, although the equity indices have recovered from much of the decline associated with COVID-19, continued economic disruption and uncertainty have caused many listed companies to continue to “face circumstances in which their businesses and revenues are severely curtailed . . . and experience difficulty in accessing liquidity from the public markets.”
A chart summarizing the NYSE’s shareholder approval requirements applicable to certain related party and 20 percent equity issuances by NYSE-listed companies, as well as the related changes temporarily effectuated by the Waiver, as extended through September 30, is available here. The full text of the Release is available here.