Effective March 2, the New York Stock Exchange amended its rule (commonly referred to as the “late filer rule”) that applies to listed companies that do not timely file their periodic reports with the Securities and Exchange Commission , expanding the circumstances under which a listed company would be deemed a late filer. In amending the late filer rule, the NYSE noted the importance of providing to investors access to accurate and current information about the business and financial position of companies listed on the NYSE.
Prior to the amendment, an NYSE listed company would only be deemed a late filer if it failed to timely file an annual report (on Form 10-K, 20-F, 40-F or N-CSR). Under the new rule, a listed company also will now be deemed a late filer if (1) it does not timely file a quarterly report on Form 10-Q or (2) it files an annual report or Form 10-Q that is defective in certain material respects. The NYSE identified a non-exhaustive list of situations in which a filing would be deemed materially defective under the late filer rule, including the following: (1) an annual report is filed without a financial statement audit report from its independent auditor for any or all periods included in the report, (2) a company’s independent auditor subsequently withdraws its audit report from a previously filed report, and (3) a company discloses that previously filed financial statements should no longer be relied upon. A company in violation of the late filer rule will have a maximum of 12 months to cure a delinquent or defective filing or face delisting.