May 20, 2020

COVID-19: Temporary Nasdaq Relief from Shareholder Vote Requirements




The Securities and Exchange Commission approved a rule filing from Nasdaq granting temporary relief from the shareholder approval requirements in respect of certain transactions. Nasdaq has adopted Listing Rule 5336T, which provides for limited relief from Nasdaq Listing Rule 5635(d) (Transactions Other Than Public Offerings) and under certain limited circumstances a limited attendant exception to Listing Rule 5635(c) (Equity Compensation). During this webcast, the speakers will address:

  • The basic requirements of Rule 5635, which applies to certain transactions other than public offerings that involve an issuance of common stock or securities convertible into, or exercisable for, common stock in excess of 20% of pre-transaction total shares outstanding on a discounted basis;
  • The financial viability exception to the shareholder vote rule;
  • New temporary Listing Rule 5636T and the conditions for reliance on the rule;
  • The safe harbor provisions;
  • Nasdaq Listing Qualifications Dept. review of transactions not meeting the safe harbor;
  • Listing Rule 5636T(c), which provides certain flexibility for affiliate participation in a financing;
  • Notification requirements; and
  • Aggregation of certain offerings for purposes of shareholder approval rules.

The Practicing Law Institute has made this webcast free of charge as part of its COVID-19 coverage. The discount will be reflected at checkout.

Additional speakers:

  • Nikolai Utochkin, Nasdaq
  • Arnold Golub, Nasdaq

For additional information, please contact Carlos Juarez at or +1 212 506 2770.

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