Title

NYSE Modifies Additional Shareholder Approval Rules
Client Memorandum

Created date

5/19/2020

The NYSE has adopted new, temporary exceptions to its shareholder approval rules in light of corporate financing needs related to the coronavirus (COVID-19) pandemic. The new rule provides a limited temporary exception to its shareholder approval rule by allowing for private issuances of 20% or more of a company's common stock or voting power at less than market price, subject to satisfying certain requirements described the memo. The new rule also provides a narrow exception for investments by affiliates at less than the current market price, including under equity compensation plans.