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Frequently Asked Questions
  What is the role of MarketWatch?
Identification Number 1038
MarketWatch provides real-time surveillance for activity on the Nasdaq Stock Market, Nasdaq BX, Nasdaq PSX, Nasdaq and Nasdaq BX Options Markets, and Nasdaq Futures to maintain an orderly marketplace and level playing field for investors, market participants and listed companies. In an effort to foster marketplace integrity, MarketWatch oversees the complete and timely disclosure of material information by Nasdaq-listed companies. In addition, MarketWatch monitors compliance with Exchange rules and policies through real-time surveillance of price and volume information reported by market participants in equities, options, and futures transactions. MarketWatch works closely with Nasdaq business lines and FINRA in an effort to provide fair and equitable regulation for the Nasdaq markets. When activity is suspected of being potentially in violation of Exchange rules and policies, MarketWatch refers the activity to FINRA's regulatory groups for further review and potential disciplinary action. Information received by MarketWatch is confidential and used strictly for regulatory purposes. MarketWatch implements fair and independent decisions within the scope of its authority and without influence from other Nasdaq offices.  MarketWatch also recognizes the need to have technical expertise on staff to assist with maintaining regulatory compliance when changes are made to Nasdaq trading systems, rule book, data feeds, and surveillance applications. The Regulatory Technology team is responsible for ensuring that both business and technical changes are in compliance with the Nasdaq rule book.
 
Publication Date*: 8/12/2015 Mailto Link Identification Number: 1038
Frequently Asked Questions
  What is the contact information for MarketWatch?
Identification Number 494
MarketWatch hours are 4:00 a.m. until 8:00 p.m. ET, Monday – Friday. MarketWatch phone numbers are toll-free at +1 800 537 3929 or at +1 301 978 8500.
 
Companies are required to notify MarketWatch at least ten minutes prior to the public release of certain material news announcements when the public release of the information is made between 7:00 a.m. to 8:00 p.m. ET. If the public release of the material information is made outside of 7:00 a.m. to 8:00 p.m. ET, companies must notify MarketWatch of the material information prior to 6:50 a.m. ET. Material news disclosures must be submitted directly to MarketWatch through the Electronic Disclosure Submission System.

In the event of an emergency situation where the company cannot submit the material news via the Electronic Disclosure Submission System, material news may be faxed to MarketWatch at +1 301 978 8510. Outside of MarketWatch hours, companies may also leave voicemail messages outlining the material news at +1 800 537 3929 or +1 301 978 8500 when unable to electronically submit the material information due to an emergency situation.

Companies do not need verbal confirmation that MarketWatch received their notification. Submission of the material information to MarketWatch is sufficient. MarketWatch neither approves nor disapproves the content of news disclosures. Companies should consult their investor relations and legal counsel regarding the appropriate content of news disclosures.  
 
Publication Date*: 5/10/2013 Mailto Link Identification Number: 494
Frequently Asked Questions
  Is a Nasdaq-listed company obligated to respond to MarketWatch questions over the phone?
Identification Number 500
Listing Rules 5250(a) and IM 5250-1 require Nasdaq companies to provide full and prompt responses to requests by Nasdaq for information related to unusual market activity or to events that may have a material impact on the trading of its securities in Nasdaq. Nasdaq MarketWatch may occasionally call company officials to discuss unusual market activity, material news and/or undisclosed corporate developments. This is routine practice. The information exchanged is confidential and used solely for regulatory purposes. A company official may verify the MarketWatch contact before discussing material information by obtaining the name of the MarketWatch analyst and calling him/her back through the MarketWatch main numbers. This obligation also applies to requests for information by FINRA, acting on behalf of Nasdaq.
 
Publication Date*: 7/31/2012 Mailto Link Identification Number: 500
Frequently Asked Questions
  What is a Public Reprimand letter?
Identification Number 482

A Public Reprimand letter is issued when Nasdaq Staff determines that a company has violated Nasdaq rules, but does not believe the circumstances warrant delisting the company. A Public Reprimand is generally issued to address inadvertent violations of Nasdaq's corporate governance rules.  

A company that receives a Public Reprimand letter must publicly disclose receipt of the letter by filing a Form 8-K, where required by SEC rules, or by issuing a press release disclosing receipt of the Reprimand, including the Rule(s) upon which the Reprimand was based, and describing each specific basis and concern identified by Nasdaq in reaching its determination that the company does not meet the listing standard.  

Before the release of the public announcement, the company must provide a copy of the announcement to Nasdaq's MarketWatch Department. As described in Listing Rule 5250(b)(1) and IM-5250-1, the company must notify MarketWatch about the announcement through the Electronic Disclosure Submission System, except in emergency situations when notification may instead be provided by telephone or facsimile. If the public announcement is made during Nasdaq market hours, the company must notify MarketWatch at least ten minutes prior to the announcement. If the public announcement is made outside of Nasdaq's market hours, the company must notify MarketWatch of the announcement prior to 6:50 a.m. ET. The company should make the public announcement as promptly as possible, but not more than four business days following receipt of the Reprimand letter.  

A company that receives a Public Reprimand letter has the opportunity to appeal Nasdaq's determination to a Hearings Panel. See Hearings FAQs for additional information.

 
Publication Date*: 7/31/2012 Mailto Link Identification Number: 482
Frequently Asked Questions
  If a Nasdaq company is primarily releasing material news via social media channels or a webcast, is the company still required to provide appropriate notice to MarketWatch?
Identification Number 498
Nasdaq rules require companies make prompt disclosure of material news to the public through any Regulation FD compliant method (or combination of methods) of disclosure. Notification of certain planned material news announcements to MarketWatch remains a requirement for all disclosure methods and must be provided at least ten minutes prior to the public release of the announcement when the public release of the information is made between 7:00 a.m. to 8:00 p.m. ET. If the public release of the material information is made outside of the hours 7:00 a.m. to 8:00 p.m. ET, companies must notify MarketWatch of the material information prior to 6:50 a.m. ET.
 
Publication Date*: 5/10/2013 Mailto Link Identification Number: 498
Frequently Asked Questions
  What notification is required if there is a change in the company's auditors?
Identification Number 399
Companies should notify Nasdaq's MarketWatch department via email at nasdaqmarketwatch@nasdaq.com or by phone at +1 800 537 3929 immediately upon the resignation or termination of its auditors. Please see the "Disclosure of Material News" section of our Continued Listing Guide publication. In addition, a change in the company's certifying accountants must be reported to the SEC on Form 8-K or Form 6-K.  
 
Publication Date*: 7/31/2012 Mailto Link Identification Number: 399
Frequently Asked Questions
  When is a company required to submit a Dividend/Distribution/Interest Payment Form?
Identification Number 1059

Pursuant to Listing Rule 5250(e)(6) and SEC Rule 10b-17, the issuer of any class of securities listed on the Nasdaq Stock Market must notify Nasdaq no later than ten calendar days prior to the record date of a cash or non-cash dividend or other distribution.

The issuer must also provide public disclosure of the dividend action using a Regulation FD compliant method. Notice to Nasdaq should be given as soon as possible after declaration, and, in any event, no later than simultaneously with the public disclosure. Please note that appropriate notification of the public disclosure of material changes in dividends and other distributions must also be provided to Nasdaq MarketWatch through the Electronic Disclosure Submission System.

Publication Date*: 12/12/2012 Mailto Link Identification Number: 1059
Frequently Asked Questions
  How does a company report a cash dividend or non-cash distribution?
Identification Number 7
To report a dividend or distribution, a company should complete the Dividend/Distribution/Interest Payment Form, which may be submitted electronically through the Listing Center.  Please contact Corporate Data Operations Staff directly at dividends@nasdaq.com, +1 203 926 3501 or +1 877 308 0523 with any questions.  
   
The company must also provide public notice of a dividend action or stock distribution using a Regulation FD compliant method. Appropriate notification of the public disclosure must also be provided to Nasdaq MarketWatch through the Electronic Disclosure Submission System.
   
Publication Date*: 12/12/2012 Mailto Link Identification Number: 7
Frequently Asked Questions
  How does a market participant submit an equity trade Clearly Erroneous filing to MarketWatch?
Identification Number 504
A Clearly Erroneous trade filing must be transmitted online or via facsimile to MarketWatch within a certain time period, depending on when the alleged erroneous trade was executed.
 
Specifically:
    • An Erroneous trade filing must be transmitted online or via facsimile to MarketWatch within 30 minutes of the time the alleged erroneous trade was executed.
    • Additional time to file is given for an "Outlier Transaction". In the case of an Outlier Transaction, a Nasdaq official may at its sole discretion, and on a case-by-case basis, consider requests received pursuant to this rule after 30 minutes, but not longer than 60 minutes after the execution time of the transaction in question, depending on the facts and circumstances surrounding such request.
To view the Clearly Erroneous Filing Electronic Submission online, click here.
 
Publication Date*: 7/31/2012 Mailto Link Identification Number: 504
Frequently Asked Questions
  Are companies that list American Depositary Receipts on Nasdaq required to report the declaration of a dividend?
Identification Number 9
Yes. Nasdaq's rules require that the listed company provide notice to Nasdaq and the public of a dividend action or stock distribution. These notifications are the responsibility of the listed company. The company can designate its Depositary Bank to complete the appropriate Nasdaq form if so desired and Nasdaq will accept the form from the bank on behalf of the issuer. However, any failure to comply with Nasdaq's requirements remains the responsibility of the company.
 
The company (or its designee) should use the Dividend/Distribution/Interest Payment Form online in the Listing Center to report the transaction. When reporting a cash dividend for an ADR, the information provided in the "amount" field should be the amount to be distributed to ADR holders. The company should include in this field not only the net amount of the distribution but also the gross amount and any tax and fee information.
 
This notification should be provided to Nasdaq Corporate Data Operations as soon as possible after declaration, but in any event, no later than simultaneously with the public disclosure described below. Notice must be provided at least ten calendar days prior to the record date.
 
The company must also provide public notice of a dividend action or stock distribution using a Regulation FD compliant method. Appropriate notification of the public disclosure must also be provided to Nasdaq MarketWatch through the Electronic Disclosure Submission System.
 
Publication Date*: 7/31/2012 Mailto Link Identification Number: 9
Frequently Asked Questions
  What information does Nasdaq require for a Forward Stock Split?
Identification Number 316
The company should complete the Notification: Dividend/Distribution as soon as possible after declaration, and, in any event, no later than simultaneously with the public disclosure and no later than 10 calendar days prior to record date. This form may be submitted electronically through the Listing Center. Please follow the instructions on the Notification regarding its submission. Please note that if the forward split is payable upon surrender of certificates the following items need to be included:
  • Whether the shareholders have approved the transaction;
  • The split ratio;
  • The new CUSIP number, if changed;
  • Total Shares Outstanding (TSO)/Par Value before and after the split;
  • Whether all legal filings have been completed with the appropriate state or non-U.S. agency;
  • The effective date of the forward split (as of the opening of business);
  • Proxy or Board Resolutions; and
  • Amended Articles of Incorporation.
The company must also provide public notice of a dividend action or stock distribution using a Regulation FD compliant method. Appropriate notification of the public disclosure must also be provided to Nasdaq MarketWatch though the Electronic Disclosure Submission System.
 
 
Publication Date*: 6/10/2013 Mailto Link Identification Number: 316
Frequently Asked Questions
  What information does Nasdaq require for a reverse stock split?
Identification Number 317
A company planning a reverse stock split must log in to the Listing Center and complete the Company Event Notification at least 15 calendar days prior to the effective date.
 
The notification should contain the following information as appropriate:
    • Whether the shareholders have approved the transaction;
    • The split ratio;
    • The new CUSIP number;
    • Confirmation from DTCC that the new CUSIP number has been made eligible in their systems; 
    • Total Shares Outstanding (TSO)/Par Value before and after the split;
    • Whether all legal filings have been completed with the appropriate state or non-U.S. agency;
    • The effective date of the reverse stock split (as of the opening of business);
    • Proxy or Board Resolutions; and
    • Amended Articles of Incorporation.
The company must also provide public notice of the reverse stock split using a Regulation FD compliant method and inform Nasdaq MarketWatch though the Electronic Disclosure Submission System.
 
Please note that Nasdaq does not assess a fee for a reverse stock split or any other substitution listing event.
 
Publication Date*: 11/30/2017 Mailto Link Identification Number: 317
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.
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