NYSE MKT; Eligibility Part 2

Posted by on April 12, 2017

NYSE MKT; Eligibility Part 2- A company seeking to list securities on NYSE MKT must meet minimum listing requirements, including specified financial, liquidity and corporate governance criteria. I have previously discussed the financial and liquidity requirements and today will address filing fees and begin to discuss the corporate governance requirements.

The NYSE MKT requires an application fee and an annual fee both of which are calculated based on the number of outstanding shares. The minimum application fee is $50,000 and the maximum is $75,000. The minimum annual fee is $30,000 and the maximum is $45,000.

The NYSE categories of corporate governance include requirements related to the distribution of annual or interim reports; independent directors; audit committee; compensation of executive officers; nomination of directors; code of conduct; annual meetings; solicitation of proxies; quorum requirements; conflict of interest matters; shareholder approval requirements; and voting rights.

The NYSE MKT requires that the company make its annual and interim reports available to shareholders, either by mail or electronically through the company’s website. The NYSE MKT has various requirements regarding a company’s independent directors and audit committee. Although generally he company’s board of directors is required to have a majority of independent directors, there are several exceptions, such as for a controlled company or smaller reporting company. I will drill down on these requirements and the definition of independent in future Lawcasts in this series.

The NYSE MKT listed company is required to have an audit committee consisting solely of independent directors who also satisfy the requirements of SEC Rule 10A-3 and who can read and understand fundamental financial statements. The audit committee must have at least three members. One member of the audit committee must have experience that results in the individual’s financial sophistication.

The NYSE MKT listed company is required to have a compensation committee consisting solely of independent directors and having at least two members. In addition, Rule 5605(d)(2)(A) includes an additional independence test for compensation committee members. The compensation committee must determine, or recommend to the full board for determination, the compensation of the chief executive officer and all other executive officers.

The NYSE MKT listed company is required to have a nomination committee consisting solely of independent directors who recommend nominees for directors. The NYSE MKT listed company must adopt a code of conduct applicable to all directors, officers and employees. In the next LawCast in this series I will continue discussing the NYSE MKT corporate governance requirements.