June 29, 2020
June 22, 2020
- PPP Loan Forgiveness Application Forms Updated and Streamlined
- Nevada Division of Insurance to Disallow Policy Exclusions Related to COVID-19
- CDI Announces New Order Regarding Workers’ Compensation Premium Savings for CA Businesses Affected by COVID-19
june 15, 2020
june 10, 2020
- Note to the SBA: Debtors in Bankruptcy Are Eligible for PPP Loans
- California Modifies the Tolling of Statutes of Limitations in Civil Cases
june 8, 2020
- CCPA Enforcement Date Fast Approaching Regardless of COVID-19
- Hotels in California May Be Days Away From Reopening: What Hoteliers Need to Know
June 4, 2020
may 29, 2020
may 28, 2020
- House Introduces Pandemic Risk Insurance Act of 2020 in the Wake of COVID-19 Business Interruption Claims
may 27, 2020
- Hoteliers Beware: a Return to Business Post-Pandemic Brings With It Potential Legal Liability
- House Contemplates Revisions to the Paycheck Protection Program
may 15, 2020
may 14, 2020
- U.S. House Democrats Introduce HEROES Act, a New $3T Stimulus Package
- SAFE Banking Act for Cannabis-Related Businesses Included in the HEROES Act
may 12, 2020
may 8, 2020
- Treasury and the SBA Issue Guidance Regarding the Employee Retention Credit
- Businesses Reopen in Los Angeles County as Stage 2 of California’s Statewide Plan Begins
- Update: Large Employers Required to Pay Coronavirus-Related Sick Leave Under New L.A. County Ordinance
may 6, 2020
- SBA Extends PPP Certification Safe Harbor to May 14
- A 2008 Redux: IRS Provides Temporary Cash/Stock Dividend Relief for Publicly Offered REITs and RICs
- EPLI Insurance and Employee Benefits in the Age of the Coronavirus
may 5, 2020
- Update: PPP Guidance Issued by the SBA and U.S. Treasury at Odds With the CARES Act—Michelman & Robinson Files First-of-Its-Kind Lawsuit Challenging FAQs
- NAIC Issues Business Interruption Data Call in the Wake of COVID-19
may 4, 2020
- PPP Guidance Issued by the SBA and U.S. Treasury at Odds With the CARES Act—Michelman & Robinson Files First-of-Its-Kind Lawsuit Challenging FAQs
may 1, 2020
april 29, 2020
- Planning for Your Employees' Return to the Workplace
- Los Angeles Hospitality Workers Among Those Thrown a Potential Lifeline
april 24, 2020
- Attention Cannabis Businesses: Hope May Be on the Horizon for Federal COVID-19-Related Relief
- California Department of Insurance Issues Notice Granting Tax-Filing Extension in Response to COVID-19
- SEC Approves Amendments to Nasdaq and NYSE Continued Listing Requirements Due to the COVID-19 Pandemic
April 23, 2020
april 21, 2020
- Additional Funding Is on the Way to Resurrect the PPP
- Certifying Your PPP Loan: Proceed With Caution
april 17, 2020
april 16, 2020
- Employment in the Wake of Coronavirus: EEOC and OSHA Guidance Allows Employers to Go Where They Could Not Go Before
- New Yorkers Ordered to Stay at Home Even Longer Amid the COVID-19 Crisis
- Paycheck Protection Program Funds Exhausted
april 15, 2020
- Attention Insurers: the CDI Has Ordered You to Fairly Investigate All Business Interruption Insurance Claims Caused By the COVID-19 Outbreak
April 14, 2020
- Insurance Companies Have Been Ordered to Provide COVID-19-Related Premium Relief to Businesses and Drivers in California
- What to Do If Your New York Business Has Been Deemed Non-Essential
APRIL 13, 2020
- IP Deadlines and Fees Extended Under the CARES Act
- Employment in the Wake of Coronavirus: Reintegrating Your Workforce in the New Normal
APRIL 10, 2020
- You Successfully Applied for and Received a PPP Loan Under the CARES Act: Now What?
- Safer at Home Order in L.A. Extended to May 15
- Maintaining Your Trade Secrets During the Coronavirus Crisis
APRIL 9, 2020
april 8, 2020
- Congress Looks to Bolster the PPP With Another $250B in Funding
- U.S. Treasury Provides Further Guidance to PPP Borrowers and Lenders
- L.A. Mayor Amends COVID-19-Related Paid Sick Leave Ordinance
april 7, 2020
- Clarifying the Paycheck Protection Program: Payment of Insurance Premiums and Loan Forgiveness under the CARES Act
April 3, 2020
april 2, 2020
april 1, 2020
March 31, 2020
march 30, 2020
- Large Employers Required to Pay Coronavirus-Related Sick Leave Under New L.A. Ordinance
- Insurance Coverage Potentially Triggered by COVID-19
- Attention Insurers: CDI Orders Mandatory Call for Business Interruption Coverage Information in the Wake of COVID-19
- DOL Is Requiring Employers to Post Families First Employee Rights Notice
March 27, 2020
- A Comprehensive Guide to Understanding Coronavirus-Related State Assistance Programs: Who is Giving What to Whom (Part II)
- IRS Releases “People First Initiative” Temporarily Adjusting and Suspending Key Compliance Actions
- HHS Relaxing Enforcement of HIPAA to Facilitate Sharing of Information During the COVID-19 Crisis
March 26, 2020
march 25, 2020
march 24, 2020
- Navigating the Coronavirus Pandemic: a Critical Business Review Checklist
- SBA Loans for Companies Impacted by Coronavirus
- SEC Relaxes Federal Proxy Rules for Annual Meetings
march 23, 2020
- Federal Reserve Responds Boldly to Coronavirus-Related Economic Downturn
- The Number of Jurisdictions Implementing Stay-at-Home Orders Is Increasing Exponentially
- Michelman & Robinson’s Guide to Coronavirus-Related Paid Sick Leave and Unemployment Insurance Laws in the Tri-State Area
MARCH 21, 2020
- New Jersey Orders Its Residents to Stay Home
- “Essential Businesses”— What if I am Stopped?
- The IRS and States Provide Tax Relief in the Wake of the Coronavirus Pandemic
MARCH 20, 2020
- New York Governor’s PAUSE Order
- Illinois Governor’s Statewide Stay-at-Home Order
- Force Majeure Clauses in Commercial Real Estate Contracts
MARCH 19, 2020
- SEC Provides Regulatory Relief for Public Reporting Companies
- Student Loan Borrowers Can Breathe a Sigh of Relief, At Least Temporarily
- California Governor's Statewide Stay-At-Home Order
MARCH 18, 2020
- "Shelter in Place" Orders
- Telecommuting in the Age of Coronavirus
- Families First Coronavirus Response Act Just Passed by the Senate and Signed Into Law by the President
MARCH 17, 2020
- M&R Coronavirus Risk Mitigation Team: A Multi-Disciplinary Legal Team Ready To Immediately Address A Host Of Coronavirus-Related Issues for Businesses, Quickly And Holistically
MARCH 16, 2020
MARCH 5, 2020
SEC Approves Amendments to Nasdaq and NYSE Continued Listing Requirements Due to the COVID-19 Pandemic
To be listed on Nasdaq or the New York Stock Exchange, publicly traded companies are required to meet certain minimum listing criteria. For example, both exchanges compel listed companies to maintain “Continued Listing Standards,” such as minimum bid and market capitalization requirements.
Pursuant to these metrics, Nasdaq-listed companies must maintain a bid price of at least $1 per share and a market value of $5M to $15M (these are so-called “Price-Based Requirements”). Issuers listed on the NYSE, however, have to maintain a minimum bid price of at least $1.00 over any consecutive 20-trading-day period and (1) have stockholders’ equity greater than $50M and (2) an average global market capitalization over a consecutive 30-trading-day period of greater than $50M. These NYSE standards are known as the “Minimum Price Condition” and the “Market Capitalization Standard,” respectively. Of note, if a company on the NYSE fails to meet its applicable listing standards, as set forth under Section 802 of the NYSE Listing Company Manual, the NYSE allows for up to an 18-month cure period. Nasdaq, on the other hand, allows up to six months to regain compliance.
By virtue of the COVID-19 pandemic and resulting market uncertainty, some Nasdaq- and NYSE-listed companies may have become non-compliant with their various listing standards. In ordinary circumstances, these issuers would be allowed a limited amount of time to regain compliance. But in light of the economic downturn that has come on the heels of the coronavirus crisis and its impact on stock prices, Nasdaq and the NYSE have filed temporary rule changes with the SEC to allow for an extension of time for companies to come back into compliance. These rules, which have already been approved and go into effect immediately, toll Nasdaq and NYSE compliance through the period ending June 30, 2020.
Below, Michelman & Robinson answers the questions issuers may have regarding the tolling of the compliance period.
Q. What must a company do if it receives notification that it has fallen out of compliance with Price-Based Requirements?
A. Despite tolling of the compliance period, issuers notified that they are not compliant with Price-Based Requirements will still have to make public disclosure of such notification by filing a Form 8-K (when required by SEC rules), or by issuing a press release. Companies must also notify Nasdaq’s MarketWatch 10 minutes in advance of the Form 8-K or press release filing.
Q. How much time will a Nasdaq-listed company have to get back into compliance with Price-Based Requirements?
A. Starting on July 1, 2020, issuers that fell out of compliance during the tolling period will generally be given Nasdaq’s standard 180 days to regain compliance with Price-Based Requirements. Companies that were identified as non-compliant prior to the tolling period will have the balance of any compliance period resume on July 1, 2020.
Q. How does Nasdaq’s tolling of the compliance period impact companies that are in the process of being delisted?
A. Commencing July 1, 2020, companies that were involved in the delisting hearing process prior to the tolling period will return to that process at the same stage they were at when the tolling period began.
Q. What else will Nasdaq be doing during the tolling period that might impact issuers?
A. Throughout the tolling period, Nasdaq will continue to monitor the listing requirements and notify companies about new instances of non-compliance in accordance with existing Nasdaq rules.
Q. Big picture: what has the NYSE done in connection with the Minimum Price Condition and Market Capitalization Standard?
A. The NYSE has effectively suspended the application of the Minimum Price Condition and Market Capitalization standards through June 30, 2020, thus allowing companies additional time to regain compliance.
Q. What must an NYSE-listed company now do to demonstrate compliance with the Market Capitalization Standard?
A. In terms of the Market Capitalization Standard, issuers are generally allowed a maximum of 18 months to cure non-compliance. Under the temporary rule, the compliance requirements will be suspended until July 1, 2020, and determinations as to whether a company satisfies this metric will be based on a consecutive 30-trading-day period starting on July 1, 2020. An issuer will be deemed to have returned to compliance with the Market Capitalization Standard when it can meaningfully demonstrate (1) its compliance with that metric for two consecutive quarters, or (2) the company’s ability to qualify under an original listing standard for two consecutive quarters.
Q. What is required of issuers relative to the Minimum Price Condition?
A. With regard to the Minimum Price Condition, any company that falls out of compliance during the temporary suspension period, will be allowed six months to regain compliance commencing July 1, 2020. Such a company will be considered to have come back into compliance if at any time during the six month cure period it is (1) able to maintain a $1.00 average share price during any consecutive 30-trading-day period and (2) trading at $1.00 or higher at the end of such 30-trading-day period.
If the issuer was notified of non-compliance with the Minimum Price Condition requirement prior to the tolling period, its compliance period will be paused until July 1, 2020, at which time the six-month cure period will recommence. But when a NYSE-listed company is notified of non-compliance during the temporary rule suspension, the six-month cure period will not start until July 1, 2020.
Q. What must a company listed on the NYSE do if notified that it is out of compliance?
A. Similar to the requirements placed upon Nasdaq-listed companies (as discussed above), any issuer trading on the NYSE that is notified of noncompliance during the tolling period will have to issue a press release disclosing the non-compliance, as set forth in Section 802.02 or 802.03 of the NYSE Listed Company Manual. Likewise, where applicable, these companies will be subject to the Form 8-K disclosure requirement under SEC rules and be required to submit a plan of compliance to the NYSE explaining the steps the issuer intends to take to regain compliance. Non-compliant companies should be aware that the NYSE will continue to attach a “.BC” indicator to their tickers and will continue to identify them as below compliance on the NYSE’s website during the tolling period.
We are working diligently to keep our clients up to date on coronavirus-related developments. Nevertheless, these developments are changing daily and, in some cases even hourly, so it is important that you make sure you are dealing with the most current information. That being said, this alert is not offered, and should not be relied on, as legal advice. You should consult an attorney for guidance and counsel regarding any specific concern or situation.