Nasdaq Rule 5210

In March 2024, the Nasdaq Stock Market quietly amended Rule 5210 requiring that all lead underwriters on an IPO must be Nasdaq members or limited underwriting members as a prerequisite to applying for a listing.  The new rules also created the “limited underwriting member” class and accompanying rules applicable to the group and its associates including eligibility, application process and ongoing requirements.  Although the amendment garnered little attention at the time, now that it has become effective, it is loudly impacting the small cap IPO market.

Rule 5210 – Background

Nasdaq Rule 5210 sets forth the prerequisites for a company to apply for a Nasdaq listing.  Until October 2023, the Rule had 12 subparts with new Rule 5210(l) being added in October 2023 and new Rule 5210(m) being added in March 2024.  Rule 5210(l) requires that any company listing on Nasdaq comply with the recovery of erroneously awarded compensation (Clawback) rules.  For more on the Clawback rules see HERE.