March 4, 2015

Securities Alert: SEC Approves NYSE’s Proposed Amendments to Late Filer Rule

Summary: On March 2, 2015, the Securities and Exchange Committee (SEC) issued an order approving a New York Stock Exchange (NYSE) proposal to amend the NYSE’s continued listing requirements in relation to the late filing of a company’s annual or quarterly report with the SEC.

As described in detail in our December 16, 2014 Securities Alert, on December 4, 2014, the NYSE filed a proposed rule change with the SEC to amend Section 802.01E (Late Filer Rule) of the NYSE Listed Company Manual. The rule change was approved as proposed; it expands the application of the Late Filer Rule to quarterly reports on Form 10-Q, and clarifies the treatment of companies whose annual or quarterly reports are defective at the time of filing or thereafter. Specifically, the amended Late Filer Rule (which previously applied to annual reports only) provides that a company will be deemed to be delinquent (and therefore subject to the NYSE’s delisting procedures as set forth in the rule) if it fails to file an annual or quarterly report with the SEC by its due date (as extended under Rule 12b-25, if applicable), or if such report is timely filed, but is materially deficient as specified in the rule. In addition, in no event will the NYSE continue to trade a company’s securities if it has failed to cure such delinquencies and/or deficiencies and is not current with all subsequent reports 12 months after its initial failure.

The amended Late Filer Rule became operative on March 1, 2015. The prior version of the Late Filer Rule will continue to apply to filings with a due date prior to March 1, 2015.

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