On August 19, 2021, the New York Stock Exchange (NYSE) proposed another amendment to its rule governing the review and approval of "related party transactions" (Rule 314.00) that would fully align the rule with the US Securities and Exchange Commission's (SEC) related party transactions disclosure rules and the historical practice of many NYSE-listed companies.

As we previously reported, on April 2, 2021, the SEC approved rules changes proposed by the NYSE. Among other changes, the NYSE amended Rule 314.00 to specify that the transactions subject to the review and approval process would be the same transactions that would require disclosure pursuant to Item 404 of Regulation S-K or Item 7.B of Form 20-F (for foreign private issuers), as applicable, without regard to the $120,000 transaction value or materiality thresholds in the SEC rules. The exclusion of the transaction value and materiality thresholds by the NYSE was inconsistent with the SEC related party transactions disclosure rules and would have altered the understanding and historical practice of many NYSE-listed companies. Prior to the amendment, the understanding was that Rule 314.00 required the review and approval of only transactions that qualified as related party transactions under applicable SEC disclosure rules, which included the transaction value and materiality thresholds and which understanding was memorialized in the written charters of many NYSE-listed companies. Continue reading >