株式発行に関するニューヨーク証券取引所の規則改正

The changes will: require shareholder approval of cash sales to related parties only at prices less than the current market price (assuming the 20% rule and change of control rule discussed below do not apply);

no longer require shareholder approval for share issuances to related parties’ subsidiaries or affiliates (unless a related party has a 5% interest in the company or assets being acquired with the share issuance); and

require shareholder approval of any transaction where a related party has a 5% interest in the company or assets being acquired with the share issuance (or related parties collectively have a 10% interest), when the issuance results in a 5% increase in outstanding shares or voting power.

NYSEの株主総会に関する規則改正(LCM 312.07)

新旧の条文を挙げておきます。

  • 新 312.07 Where Shareholder

Where shareholder approval is a prerequisite to the listing of any additional or new securities of a listed company, or where any matter requires shareholder approval, the minimum vote which will constitute shareholder approval for such purposes is defined as approval by a majority of votes cast on a proposal in a proxy bearing on the particular matter.

Amended: July 11, 2013 (NYSE-2013-47).

  • 旧 312.07 Where Shareholder

Where shareholder approval is a prerequisite to the listing of any additional or new securities of a listed company, the minimum vote which will constitute shareholder approval for listing purposes is defined as approval by a majority of votes cast on a proposal in a proxy bearing on the particular matter__, provided that the total vote cast on the proposal represents over 50% in interest of all securities entitled to vote on the proposal__.

via GD&C, S&C