Tag: Nasdaq Rule 5635(d)

SEC approves amendments to Nasdaq Rule 5635(d), shareholder approval of certain private issuances

In January, as discussed in this PubCo post, Nasdaq proposed to modify the listing requirements in Rule 5635(d) to

(i) change the definition of market value for purposes of the shareholder approval rule and
(ii) eliminate the requirement for shareholder approval of issuances at a price less than book value but greater than market value. 
In August, Nasdaq filed Amendment No. 1, which clarified certain terms.  The SEC has just approved the proposed rule change, as amended, on an accelerated basis.

Nasdaq proposes to modify the requirement for shareholder approval of issuances involving 20% or more of the shares or voting power outstanding

Nasdaq is proposing to modify the listing requirements in Rule 5635(d) to (i) change the definition of market value for purposes of the shareholder approval rule and (ii) eliminate the requirement for shareholder approval of issuances at a price less than book value but greater than market value.