The NYSE proposes to amend its continued listing requirements in relation to the late filing of a company’s annual report with the SEC as set forth in Section 802.01E, or the Late Filer Rule, of the Listed Company Manual. As amended, the Late Filer Rule will:

  • expand the rule to impose a maximum period within which a company must file a late quarterly report on Form 10-Q in order to maintain its listing; and
  • clarify the NYSE’s treatment of companies whose annual or quarterly reports are defective at the time of filing or become defective at some subsequent date.

A company is not currently subject to the compliance periods set forth in the Late Filer Rule in connection with a failure to timely file a quarterly report on Form 10-Q with the SEC.  The NYSE now proposes to extend the application of the rule to the late filing of Form 10-Qs.

In addition, the NYSE proposes to clarify its treatment of listed companies that file defective reports.  The proposed rule change would apply to an NYSE listed company:

  • that files its annual report without an audit report from its independent auditor for any or all of the periods included in such annual report;
  • whose independent auditor withdraws a required audit report or the company files a Form 8-K with the SEC pursuant to Item 4.02(b) thereof disclosing that it has been notified by its independent auditor that a required audit report or completed interim review should no longer be relied upon; or
  • that files a Form 8-K with the SEC pursuant to Item 4.02(a) thereof to disclose that previously issued financial statements should no longer be relied upon because of an error in such financial statements or, in the case of a foreign private issuer, makes a similar disclosure in a Form 6-K.