SEC approves changes to Nasdaq Shareholder Approval Rules
Publication Date: September 26, 2018

The SEC approved changes to the Nasdaq shareholder approval rules effective September 26, 2018. The primary changes eliminate the requirement for shareholder approval of private placement transactions priced below book value but at or above market value; modify the measure of "market price" from the consolidated closing bid price to the lower of the Nasdaq Official Closing Price (NOCP) or the five-day average of the NOCP; and simplify the rule text. The SEC's approval order reiterates its view that "the development and enforcement of meaningful corporate governance listing standards for a national securities exchange is of substantial importance to financial markets and the investing public, especially given investor expectations regarding the nature of companies that have achieved an exchange listing for their securities." This rule amendment is the result of a multi-year effort, including two public comment solicitations by Nasdaq.

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