referencelibrarybanner
Listing ETP Banner
Reference Library - Advanced Search
Find
 


Library 



 
Timeframe
Category
 
Sub-Category
** To make multiple selections, select the first criterion and then press and hold the Ctrl Key **
 
1- 7 of 7 Search Results for:
Libraries:   Governance Clearinghouse
Filters:   All Years; Regulation;
 
Search   Clear


Collapse All
Printer Friendly View
Mailto Link 
Page: 1 of 1
Frequently Asked Questions
  SEC Guidance on Pay Ratio Disclosure Rules
Identification Number 1273
SEC Guidance on Pay Ratio Disclosure Rules
Publication Date: October 26, 2016

The SEC recently released five Compliance & Disclosure Interpretations regarding the upcoming company pay ratio disclosure rules. These rules require companies to provide disclosure of their pay ratios for their first fiscal year beginning on or after Jan. 1, 2017. For most companies with a fiscal year that ends on December 31, the initial pay ratio disclosure must be included in the 2018 proxy statement using 2017 compensation.

Read more from the SEC >>
Publication Date*: 10/26/2016 Identification Number: 1273 Mailto Link
Frequently Asked Questions
  Nasdaq MarketWatch: Making Market Surveillance SMARTer
Identification Number 1263
Clearhouse
Nasdaq MarketWatch: Making Market Surveillance SMARTer
Publication Date: October 7, 2016

In order to keep pace with sophisticated trading technology and manipulation techniques being used to gain a trading advantage, trading venues need the same level of sophisticated tools as trading professionals. For exchanges, the ability to maintain a fair, transparent and safe market is critical to attracting liquidity. Proven at over 50 marketplaces and regulators, SMARTS Market Surveillance is an industry benchmark for real-time and T+1 solutions for market surveillance, supervision and compliance. Nasdaq MarketWatch leverages Nasdaq’s own SMARTS technology to power surveillance on multiple exchanges around the world. In addition to its exchange and regulator audience, SMARTS surveillance solutions also power surveillance for over 120 market participants and 139+ markets.

Q:  What is SMARTS? 

A: SMARTS Market Surveillance leverages 20+ years of expertise from working with a wide range of needs – from simple to complex – to provide organizations with a robust platform to manage cross-market, cross-asset, multi-venue surveillance. The technology has powerful visualization tools to simplify the monitoring process by distilling complex information into a single snapshot that provides clear guidance on where to focus an investigation. Additionally, the technology correlates real-time and historical data with detection patterns to ensure early detection of unusual trading patterns that could be potential breaches of exchange trading rules and practices.

Q:  How does SMARTS benefit investors?

A: The graphical visualization tools that SMARTS provides help market surveillance analysts monitor the market in order to detect and prevent market manipulation and keep the market fair for all investors. SMARTS technology allows analysts to investigate specific time periods when trading occurred by distilling thousands of data points into an intuitive visualization that can pinpoint trading activities down to the millisecond. This allows for making a fair and equal assessment of all trading made by market participants.

Tools available for a surveillance analyst include graphical displays of trading activity, order book replays, market maker monitoring, market overview and statistical evaluation, data mining etc.

Q:  What is the future of SMARTS and market surveillance?

A: The future in market surveillance lies within market intelligence and machine learning. Instead of an analyst working through piles of data and sorting out false positives versus real indicators of market manipulation, the solution infrastructure will contain an intelligent machine that has pre-sorted and added logic to the alerts and the data, based on historical observations and patterns. This will highly improve the effectiveness of market surveillance and introduce more opportunities to include profiling of behavior and market participants into surveillance patterns. The future of market surveillance is evolving to meet the ongoing change in investor behavior and to adapt to new attempts to manipulate the market.

***

Learn More about Nasdaq’s state-of-the art market surveillance in this Dow Jones story >>

Publication Date*: 10/10/2016 Identification Number: 1263 Mailto Link
Frequently Asked Questions
  SEC Seeks Comment on Rewrite of Corporate Disclosure Requirements
Identification Number 1207
SEC Seeks Comment on Rewrite of Corporate Disclosure Requirements
Publication Date: May 1, 2016

As part of its initiative to improve disclosure requirements, the SEC has published a concept release seeking public comment on ways to modernize business and financial disclosure in companies’ periodic reports. According to the release, Regulation S-K is the central repository for a company’s non-financial statement disclosure requirements. Through the concept release, the SEC seeks to assess whether these requirements “continue to provide the information that investors need to make informed investment and voting decisions” and whether any of the rules have become outdated or unnecessary. The comment period closes on July 21, 2016.

Read more >>
Publication Date*: 5/1/2016 Identification Number: 1207 Mailto Link
Frequently Asked Questions
  Third Party Payments to Directors for Board Service
Identification Number 1190
Clearhouse
Third Party Payments to Directors for Board Service
Publication Date: February 18, 2016

In recent years, payments by third parties to directors in connection with service on Boards have generated significant public debate. In light of this debate, and the potential impact of such payments on public company boards, Nasdaq is conducting this survey to gather views from Nasdaq companies, investors, and other market participants about whether or not Nasdaq should adopt rules to either prohibit directors that receive third-party payments from being considered independent directors under Nasdaq rules or from serving on the Board at all. Nasdaq has made no decision about whether to propose additional rules.

The survey is available here. The deadline to respond is March 18, 2016.

NASDAQ LISTING AND HEARING REVIEW COUNCIL SURVEY ON THIRD PARTY PAYMENTS
TO DIRECTORS FOR BOARD SERVICE

In recent years, payments by third parties, often activist investors, to compensate directors in connection with service on Boards have generated significant public debate. In light of this debate, and the potential impact of such payments on public company boards, Nasdaq is conducting this brief survey to gather views from Nasdaq companies, investors, and other market participants about whether or not Nasdaq should adopt rules to either prohibit directors that receive third-party payments from being considered independent directors under Nasdaq rules or from serving on the Board at all.

Nasdaq recognizes that our rulebook should not be static, just as the public company model is not static. As part of Nasdaq’s ongoing effort to engage with the public and foster a dialogue about Nasdaq rules, Nasdaq believes it is appropriate and timely to consider issues raised by third party payments to directors for board service, including whether or not listing standards around such payments are appropriate and would not create unnecessary burdens on directors or those making such payments.

In order to assist with this review, Nasdaq is seeking comment, input and guidance from the public, including investors and companies, and their representatives. These comments will be reviewed by Nasdaq Staff and the Nasdaq Listing and Hearing Review Council. The Listing Council is a standing independent advisory committee appointed by the Nasdaq Board of Directors, whose mission is to review the application of Nasdaq’s listing rules and public policy issues related to listing, and, where appropriate, suggest new or modified rules for consideration by the Nasdaq Board. The Listing Council is comprised of individuals with diverse credentials and includes institutional investors, company representatives, lawyers, accountants, securities industry professionals and academics. Each Listing Council member is a respected leader in his or her field, committed to working with Nasdaq to enhance investor protection and the integrity of the Nasdaq Stock Market. The survey results could lead to proposed changes in Nasdaq’s rules; however Nasdaq does not intend to suggest that any determination has been made as to whether to propose any rule changes.

Nasdaq and the Listing Council express gratitude for your comments and attention to this important matter.
Publication Date*: 2/18/2016 Identification Number: 1190 Mailto Link
Frequently Asked Questions
  Nasdaq Petitions SEC for Short Position Disclosure
Identification Number 1211
Clearhouse
Nasdaq Asks SEC for Short Position Disclosure
Publication Date: December 9, 2015

On December 7, 2015, Nasdaq filed a petition asking the SEC to adopt rules to require public disclosure by investors of short positions in exact parity with the disclosure requirements currently applicable to long investors, including the timing for such disclosure and when updates are required. In Nasdaq’s view, this is a much needed improvement to transparency around short positions.



Among other benefits, enhanced transparency will: (1) provide companies with insights into trading activity to help them engage with market participants and (2) give investors information to help them make meaningful investment decisions -- all of which enhance market efficiency and fairness.

Read the full petition >>

 
Publication Date*: 12/9/2015 Identification Number: 1211 Mailto Link
Frequently Asked Questions
  How Exchanges Regulate Short Sales?
Identification Number 1191
Clearhouse
How Exchanges Regulate Short Sales
Publication Date: November 18, 2015

While short selling is generally legal, abusive short sale practices, including short sales affected to manipulate the price of a stock, are prohibited. The Securities and Exchange Commission and the Listing Exchanges regulate short selling through Regulation SHO.

Rule 201 of Regulation SHO is designed to prevent short selling in a security that has already experienced a significant intra-day price decline. In this manner, Rule 201 prevents further downward pressure on the security from short selling and allows long holders to sell first in the event of such a decline. Listing Exchanges, including Nasdaq, implement Rule 201.

What does Rule 201 of Regulation SHO require?

Rule 201 generally prohibits a trading center from executing or displaying a short sale order of an Exchange-listed security at a price that is less than or equal to the current national best bid price, if the price of that security has decreased by 10% or more from the prior day’s closing price.

How does Rule 201 of Regulation SHO operate for Nasdaq-listed securities?

Nasdaq systems enforce Rule 201 for Nasdaq-listed securities. If a Nasdaq-listed security has decreased by 10% or more from the prior day’s closing price, Nasdaq systems prevent the security from being sold short for the reminder of that day and until the close of trading on the next trading day.

If Nasdaq determines that the prior day’s closing price for a listed security was incorrect in the system and resulted in an incorrect determination of the trigger price, Nasdaq may correct the prior day’s closing price and lift the short sale prohibition before the end of that time period.

Similarly, if Nasdaq determines that the short sale prohibition was triggered because of a clearly erroneous execution in the security, Nasdaq may also lift the prohibition before the end of that time period.

What reference price does Nasdaq use to calculate the short sale prohibition?

Nasdaq systems calculate the Short Sale prohibition based upon the prior day’s closing price. If a security did not trade on Nasdaq on the prior trading day (such as due to a trading halt, trading suspension or otherwise), the prohibition will be based on the last sale on Nasdaq for that security on the most recent day on which the security traded.

In the case of a new security offering, such as an IPO, there will not be a closing price for the prior day and, thus, the Short Sale prohibition will not apply until the second day of trading.

How Does Nasdaq monitor for short sale violations?

Nasdaq MarketWatch monitors all trading that takes place on the Nasdaq exchanges. MarketWatch reviews stocks that are subject to short sale restrictions to establish that the restriction was triggered correctly and to investigate the reason for the decline in the stock. MarketWatch may contact the company for assistance in this investigation. If a company receives a call from Nasdaq MarketWatch, the company can always call MarketWatch back at the published phone number available on www.nasdaq.net to verify that the call came from Nasdaq.

Who can I talk to about short selling restrictions?

Companies with questions about short selling in their securities can contact Nasdaq MarketWatch at +1 800 537 3929 or at +1 301 978 8500. In appropriate situations, MarketWatch will work with FINRA to review short selling activity.

Where can I obtain more information about Regulation SHO?

More information about Regulation SHO is available at:

http://www.sec.gov/investor/pubs/regsho.htm

http://www.nasdaqtrader.com/Trader.aspx?id=RegSho

 
Publication Date*: 11/18/2015 Identification Number: 1191 Mailto Link
Frequently Asked Questions
  Shareholder Approval Comment Solicitation
Identification Number 1192
Clearhouse
Comment Solicitation: Shareholder Approval Rules
Publication Date: November 16, 2015

In the years since Nasdaq’s shareholder approval rules were adopted, the capital markets and securities laws have evolved significantly, as has the nature and type of share issuances. Therefore, we believe it is time to review our shareholder approval rules and determine if they can be improved, without sacrificing the crucial investor protections they provide. To this end, we are seeking comments from our listed companies, the investor community, and other market participants.

We encourage all interested parties to review the Comment Solicitation and provide comments before March 1, 2016.

Electronic responses are preferred and may be addressed to: comments@nasdaq.com.

Written responses should be addressed to: Nasdaq Listing Qualifications, c/o Stan Higgins, 805 King Farm Blvd., Rockville, MD 20850.
Publication Date*: 11/16/2015 Identification Number: 1192 Mailto Link
material_search_footer*The Publication Date reflects the date of first inclusion in the Reference Library, which was launched on July 31, 2012, or a subsequent update to the material. Material may have been previously available on a different Nasdaq web site.
Page: 1 of 1
home_footer_links
Copyright_statement
App Store       Google Play       Windows Store       Governance Clearinghouse RSS Feed
The Nasdaq Stock Market, Nasdaq, The Nasdaq Global Select Market, The Nasdaq Global Market, The Nasdaq Capital Market, ExACT and Exchange Analysis and Compliance Tracking system are trademarks of Nasdaq, Inc.
FINRA® and Financial Industry Regulatory Authority, Inc.® are registered trademarks of Financial Industry Regulatory Authority, Inc. OTCBBTM and OTC Bulletin BoardTM are trademarks of FINRA