In April the NYSE amended its listing fees for all issuers and in May 2025, amended the standards for foreign private issuers to meet the exchange’s minimum stockholder distribution requirements. The new rules were enacted a few weeks before the SEC published a concept release and request for comment related to foreign private issuers in general (which will be the subject of an upcoming blog).
NYSE Listed Company Rule 902.03 – Fees for Listed Equity Securities
Effective April 1, 2025, the NYSE amended Listed Company Rule 902.03 to reduce the listed company fees for the first five years following an initial listing. The amended rule provides that a company that lists on the exchange will only be charged the initial listing fee plus an annual fee calculated on an adjusted basis for any subsequent issuance or other corporate action (“Limited Fee Exemption Period”).
During the Limited Fee Exemption Period, an eligible company will not be charged any other listing fees associated with (i) the listing of additional shares of such primary class of equity securities (including with respect to shares issued in connection with a stock split or stock dividend), (ii) the listing of an additional class of common stock, preferred stock, warrants or rights, (iii) the listing of securities convertible into or exchangeable or exercisable for additional securities of the issuer’s primary class of equity securities, (iv) the application for a Technical Original Listing or reverse stock split, or (v) the application for changes that involve modification to Exchange records or in relation to a poison pill.
The reduced fees only apply to an initial listing of common equity on or after April 1, 2025. Any company that listed a primary class of equity securities on the NYSE before April 1, 2025, but on or after April 1, 2021, will be entitled to the remaining balance of the five-year limited fee period running from April 1, 2025, until the five-year anniversary of the date on which such company listed its primary class of equity securities on the NYSE. Fees already paid and incurred prior to April 1, 2025, will not be altered or refunded.
NYSE Listed Company Rule 102.01 – Distribution Criteria
Section 102.01A sets forth distribution criteria for the initial listing of domestic companies based on the number of stockholders, number of publicly held shares, and/or average monthly trading volume, as applicable. In particular, Section 102.01 requires that a company have a minimum of 400 round lot holders and a minimum of 1,100,000 publicly held (float) shares.
Section 101.01B requires that a company demonstrate an aggregate market value of publicly-held shares of $40,000,000 for companies that list either at the time of their initial public offerings (“IPO”) or as a result of spin-offs or under the Affiliated Company standard or, for companies that list at the time of their Initial Firm Commitment Underwritten Public Offering, and $100,000,000 for other companies. A company must have a closing price or IPO price per share of at least $4 at the time of initial listing.
Section 102.01B currently provides that, when considering a listing application from a company organized under the laws of Canada, Mexico, or the United States (“North America”), the Exchange will include all North American holders and North American trading volume in applying the minimum stockholder and trading volume requirements of Section 102.01A. Section 102.01B further provides that when listing a company from outside North America, the Exchange may, in its discretion, include holders and trading volume in the company’s home country or primary trading market outside the United States in applying the applicable listing standards, provided that such market is a regulated stock exchange.
Amended Section 102.01 provides that when a company from outside North America, which is not listed on another regulated stock exchange, seeks initial listing on the NYSE in connection with an IPO, the NYSE will include all holders on a global basis.
The Exchange stated that the old rule, which did not allow the Exchange to include stockholders outside of North America in determining compliance with the stockholder distribution requirements when the company is from outside North America and is not listed on a regulated stock exchange, did not reflect the speed and reliability of links that enable investors who hold securities in brokerage accounts in countries outside North America to trade in the U.S. listing markets. The Exchange also stated that given the ease of transfer of securities between different countries in the contemporary securities markets, there is no reason why the holders of a listed company’s securities outside of North America cannot be active real time participants in the U.S. trading market.
The Author
Laura Anthony, Esq.
Founding Partner
Anthony, Linder & Cacomanolis
A Corporate and Securities Law Firm
Securities attorney Laura Anthony and her experienced legal team provide ongoing corporate counsel to small and mid-size private companies, public companies as well as private companies going public on the Nasdaq, NYSE American or over-the-counter market, such as the OTCQB and OTCQX. For more than two decades Anthony, Linder & Cacomanolis, PLLC has served clients providing fast, personalized, cutting-edge legal service. The firm’s reputation and relationships provide invaluable resources to clients including introductions to investment bankers, broker-dealers, institutional investors and other strategic alliances. The firm’s focus includes, but is not limited to, compliance with the Securities Act of 1933 offer sale and registration requirements, including private placement transactions under Regulation D and Regulation S and PIPE Transactions, securities token offerings and initial coin offerings, Regulation A/A+ offerings, as well as registration statements on Forms S-1, S-3, S-8 and merger registrations on Form S-4; compliance with the Securities Exchange Act of 1934, including registration on Form 10, reporting on Forms 10-Q, 10-K and 8-K, and 14C Information and 14A Proxy Statements; all forms of going public transactions; mergers and acquisitions including both reverse mergers and forward mergers; applications to and compliance with the corporate governance requirements of securities exchanges including Nasdaq and NYSE American; general corporate; and general contract and business transactions. Ms. Anthony and her firm represent both target and acquiring companies in merger and acquisition transactions, including the preparation of transaction documents such as merger agreements, share exchange agreements, stock purchase agreements, asset purchase agreements and reorganization agreements. The ALC legal team assists Pubcos in complying with the requirements of federal and state securities laws and SROs such as FINRA for 15c2-11 applications, corporate name changes, reverse and forward splits and changes of domicile. Ms. Anthony is also the author of SecuritiesLawBlog.com, the small-cap and middle market’s top source for industry news, and the producer and host of LawCast.com, Corporate Finance in Focus. In addition to many other major metropolitan areas, the firm currently represents clients in New York, Los Angeles, Miami, Boca Raton, West Palm Beach, Atlanta, Phoenix, Scottsdale, Charlotte, Cincinnati, Cleveland, Washington, D.C., Denver, Tampa, Detroit and Dallas.
Ms. Anthony is a member of various professional organizations including the Crowdfunding Professional Association (CfPA), Palm Beach County Bar Association, the Florida Bar Association, the American Bar Association and the ABA committees on Federal Securities Regulations and Private Equity and Venture Capital. She is a supporter of several community charities including the American Red Cross for Palm Beach and Martin Counties, Susan Komen Foundation, Opportunity, Inc., New Hope Charities, the Society of the Four Arts, the Norton Museum of Art, Palm Beach County Zoo Society, the Kravis Center for the Performing Arts and several others.
Ms. Anthony is an honors graduate from Florida State University College of Law and has been practicing law since 1993.
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