Before last week’s holiday break, John blogged about the SEC’s approval of the NYSE direct listing proposal, and we’re posting memos about the new rule in our “Direct Listings” Practice Area. A recent Wilson Sonsini memo summarizes the NYSE rule and also gives a brief update about Nasdaq’s proposed direct listings rule:
Following the SEC’s approval of the NYSE rule change, Nasdaq submitted a substantially similar proposed rule change relating to primary direct listings, and is seeking immediate effectiveness. This latest submission differs from Nasdaq’s previous proposed rule change, which remains under review by the SEC.
Also last week, the staff of the SEC Division of Trading and Markets issued a statement after receiving Nasdaq’s latest proposed rule change saying the staff intends to work to expeditiously complete its review of Nasdaq’s proposals.
Even with expeditious review, it’s uncertain whether Nasdaq’s direct listing proposal will go anywhere right now. With Chairman Clayton departing from the SEC on December 23, the Commission is down to four Commissioners, and like many rule proposals this year, the Commission adopted the NYSE direct listing rule by a 3-2 vote with Commissioners Allison Herren Lee and Caroline Crenshaw dissenting.
-Lynn Jokela, TheCorporateCounsel.net December 31, 2020
