Tag Archives: Nasdaq Listing Rule 5635

Direct Listing – Alternative to an IPO?

The New York Stock Exchange recently re-filed a proposal to permit direct listings, where private companies list a class of shares without an IPO or other registered offering.  The rule change was likely prompted by apparent market interest in such a path to “going public” coupled with the NYSE’s belief that its rival, The Nasdaq Stock Market, already permits direct listings.

If approved by the SEC,… More

Nasdaq Stockholder Approval of Equity Compensation—Trap for the Unwary

Public companies commonly use their equity as a component of incentive compensation awarded to their executives and other employees.

Under Nasdaq Listing Rule 5635(c), prior stockholder approval is generally required before a listed company may issue shares under an equity compensation plan or other arrangement.  To satisfy this requirement, public companies typically adopt and obtain stockholder approval of an incentive plan that provides for a reserve of shares that may be issued pursuant to various enumerated types of awards.… More