The Financial Industry Regulatory Authority recently filed a proposed rule change with the Securities and Exchange Commission to adopt rules relating to the creation of a second Trade Reporting Facility (TRF) to be operated in conjunction with Nasdaq, Inc. (Nasdaq”. The second FINRA/Nasdaq TRF (FINRA/Nasdaq TRF Chicago) would provide FINRA members with another facility to which they may report over-the-counter (OTC) trades in National Market System (NMS) stocks. Currently, FINRA has three facilities that allow its members to report such trades.
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NASDAQ
SEC Approves NYSE Rule to Facilitate Listing Without an IPO
On February 2, the Securities and Exchange Commissions approved a New York Stock Exchange (NYSE) rule change that facilitates the listing of companies on the NYSE without a prior registration statement under the Securities Exchange Act of 1934 (Exchange Act) in connection with an underwritten initial public offering. As previously discussed in the May 5, 2017 and June 30, 2017 editions of the Corporate & Financial Weekly Digest, the NYSE had previously filed and withdrew the proposed rule change. Thereafter, the NYSE elected to move forward with the rule change and filed amendments, including a final Amendment No. 3. The NYSE noted that the proposed rule change would enable the NYSE to compete for listings of companies that the NYSE believes would be able to list on the Nasdaq Stock Market, but would not be able to list on the NYSE under its then-current rules.
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SEC Approves NASDAQ’s ‘Golden Leash’ Disclosure Rule
On July 1, the Securities and Exchange Commission approved the NASDAQ Stock Market LLC’s proposed Rule 5250(b)(3) (Rule), which requires listed companies to publicly disclose the material terms of all agreements and arrangements between any director or nominee and any person or entity other than the company (Third Party) relating to compensation or other payment in connection with such person’s candidacy or service as a director. The Rule requires that such disclosure may be made either on the issuer’s website, which may include hyperlinking (as long as such website or hyperlink is continuously available), or in a proxy statement or information statement for any shareholders’ meeting at which directors are elected (or, if such company does not file proxy or information statements, on Form 10-K or Form 20-F).
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FINRA Proposes Amendment to Transactions in Exchange-Traded Managed Fund Shares Rule
On March 29, the Financial Industry Regulatory Authority filed with the Securities and Exchange Commission a proposed amendment to FINRA Rule 6184 (Transactions in Exchange-Traded Managed Fund Shares (NextShares)). The amended rule would require the FINRA/NASDAQ Trade Reporting Facility (FINRA/NASDAQ TRF) to provide market participants with access to the final trade price for each over-the-counter (OTC) transaction in NextShares reported to the FINRA/NASDQ TRF for public dissemination purposes.
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The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change To Adopt a Kill Switch for NOM
On August 20, NASDAQ filed a proposed rule change with the Securities and Exchange Commission, which seeks to amend Chapter VI, Section 6, entitled “Acceptance of Quotes and Orders,” of the rules governing the NASDAQ Options Market (NOM), by adopting an optional “Kill Switch” protection. The Kill Switch would provide firms with a powerful risk management tool by allowing NOM participants to remove quotes, cancel open orders and prevent new order submissions, giving them immediate control of their quote and order activity. If NOM participants opt to cancel orders by utilizing the Kill Switch, they must send a message to NASDAQ requesting cancellation of the specific orders they would like cancelled.
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