Reminder to NYSE-listed companies: Recent changes to the Exchange's immediate release policy are now in effect.

Changes to NYSE Rule 202.06 allow companies to disseminate material information by any Regulation Fair Disclosure-compliant method to comply with the immediate release policy, rather than always requiring companies to issue a press release as previously required.

The amended rule also clarifies that timely prior notification to the NYSE regarding such disclosures made shortly before or during market hours is a requirement, not just a recommendation, Tom Shropshire, a partner with the law firm Linklaters notes in a May 12 client alert.

As previously reported, the changes, which bring the NYSE requirement in line with Nasdaq rules, were proposed in an April rule filing. The Securities and Exchange Commission approved the amendments on April 27.

Public disclosure under Reg FD can generally be accomplished by filing or furnishing a Form 8-K with the SEC or through another disclosure method that's reasonably designed to provide broad, non-exclusionary distribution of the information to the public, such as press releases, conference calls, press conferences, Webcasts, and posting information on corporate Websites or blog posts that meet the Reg FD Website posting requirements, as long as there is adequate notice and access to the public, the alert notes.

While foreign private issuers are exempt from Reg FD, those issuers can now comply with their timely alert policy by any method that constitutes compliance for a U.S. domestic issuer. That means they should be able to satisfy their disclosure obligations by filing a Form 6-K with the SEC, says Shropshire.

"It's generally a helpful change that recognizes the multitude of forms in which people obtain current information about the companies they invest in," he tells Compliance Week. "Rather than send everything down the wire to the NYSE ... companies can use any number of means they normally have in their arsenal to communicate with investors."

The final rule also amends Rule 202.06 to clarify that timely notification to the NYSE is required when the announcement of news of a material event or a statement dealing with a rumor which calls for immediate release is made shortly before the opening or during market hours (9:30 a.m. to 5:00 p.m., New York time), the alert states. The purpose of the notification is to allow the Exchange to consider whether trading in the security should be temporarily halted.

Prior to the amendment, the rule recommended, but didn't require, that the company's NYSE representative be notified by phone at least 10 minutes prior to release of the announcement.

The notification must inform the NYSE of the substance of the announcement, inform the NYSE of the method by which the company intends to comply with the immediate release policy, and provide the NYSE information to locate the news upon publication. If the announcement is in written form, the company must provide the text of the announcement to the NYSE by e-mail at least 10 minutes prior to its release, Shropshire notes.

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