[Last updated: 1 January 2022, unless otherwise noted]

An NYSE listed company has disclosure and reporting obligations both to the NYSE and the SEC. Generally, a listed company must release quickly to the public any news or information that might reasonably be expected to materially affect security values or influence investment decisions. Further, the NYSE strives to ensure that listed companies provide timely and regular financial information.

Disclosure of material information

Generally, the NYSE seeks to avoid a situation where unusual market activity or substantial changes in price occur shortly before an important corporate action or development is announced, particularly because these changes may indicate the trading on the basis of material non-public ("inside") information. The NYSE believes these risks are prevalent in the context of negotiations and preparations regarding mergers and acquisitions, stock splits, exchanges or tender offers, changes in dividend rates or earnings, calls for redemption and new contracts, products or discoveries. The NYSE recommends that companies exercise caution to keep these matters confidential. If confidentiality can be maintained, a public announcement may not be necessary, but if unusual market activity appears to be taking place while important corporate developments are under discussion or undertaken, the NYSE recommends that the company be ready to make a public announcement.

The NYSE also recommends that information provided to security analysts, financial writers and shareholders should be supplied in a consistent manner without favoring one over the others. For example, a company should not give advance information to analysts regarding matters like earnings, stock splits, mergers or tender without providing notice of the same to the press.

Once listed, a company is also subject to the NYSE's market surveillance program. This on-line system monitors price movements and volume changes. Significant shifts will be flagged and may result in a review, during which the issuer may be contacted for an explanation. If information leaks occur or rumors circulate in connection with significant corporate transactions, the NYSE may halt or delay trading in the security. The NYSE may require the company to make a public announcement, if the market appears to be reacting to undisclosed information. The information can be disclosed through any means that complies with the SEC's Regulation FD (fair disclosure), although the NYSE recommends that information be disclosed through a press release.

A listed company must also give the NYSE prompt written notice of a variety of corporate events affecting the company and its securities.

SEC periodic filings

For Foreign Private Issuers:

As long as a company continues to meet the definition of "foreign private issuer" described above, its required periodic reporting with the SEC is limited to:

• Furnishing to the SEC, from time to time, by means of a simple cover page report known as the Form 6-K, copies of significant press releases, reports and other disclosures that the issuer otherwise makes public as well as information on material cybersecurity incidents that the issuer discloses in a foreign jurisdiction to any stock exchange or securityholder.
• Filing an annual report on Form 20-F, which includes new required disclosures on cybersecurity risk management and governance as well as new required disclosures regarding insider trading policies and procedures.

Form 6-K. A foreign private issuer must furnish a Form 6-K to the SEC from time to time. This is required by the SEC to report information that either:

• The company makes public pursuant to the law of its home country.
• The company files with any non-US stock exchange on which its securities are listed and that is made public by the exchange.
• The company distributes to its security holders.

This information could concern changes in management or control, acquisitions or dispositions of a material amount of assets, changes in the company's certifying accountants, the company's financial condition and results of operations, material legal proceedings, material cybersecurity events, or any other information that the company deems of importance.

Semi-Annual Financial Information. NYSE-listed foreign private issuers must in all cases comply with the NYSE's requirement to disclose interim financial information in a Form 6-K on, at a minimum, a semi-annual basis, including:

• An interim balance sheet as of the end of its second fiscal quarter.
• A semi-annual income statement that covers its first two fiscal quarters.

This unaudited financial information must be submitted on Form 6-K no later than six months after the end of the issuer's second fiscal quarter and presented in English, but the unaudited financial information need not be reconciled to US GAAP.

Form 20-F. A listed company has financial reporting obligations under the US federal securities laws. A foreign private issuer is required to file an annual report on Form 20-F with the SEC that includes audited financial statements. The Form 20-F is required to be filed within four months after the conclusion of the foreign private issuer's fiscal year. This report must be made available to shareholders through the company's website and the company must state that holders of stock and bonds may receive a hard copy of the company's complete audited financial statements free of charge. A company must also issue a press release, compliant with NYSE policies, stating that its annual report has been filed with the SEC. The NYSE has issued guidance as to what constitutes effective dissemination of this press release.

The financial statements required by the Form 20-F annual report are the same as those required under a Form 20-F registration statement, discussed above. They may be prepared in accordance with US GAAP, IFRS (as issued by IASB) or local GAAP. If the statements are in compliance with IFRS, the compliance must be explicitly stated, and an auditor's certification must be provided. If financial statements and schedules are prepared according to local GAAP, the principles must be disclosed and the material variations with US GAAP and SEC Regulation S-X must be discussed.

For Domestic Issuers:

Domestic issuers must file periodic and current reports on Form 10-K (annual reports), Form 10-Q (quarterly reports) and 8-K (current reports). The Form 10-K must include annual financial statements (prepared in conformity with US GAAP) along with information updating previously filed information regarding the issuer and its business. The Form 10-K must be filed within 90 days after the end of the fiscal year of the issuer or in a shorter period prescribed by regulation for certain larger reporting companies that are "accelerated filers". Quarterly reports containing unaudited quarterly financial information regarding the issuer must be filed within 45 days after the end of the fiscal quarter for the first three quarters of the year with shorter filing deadlines applying to accelerated filers. Current reports on Form 8-K are required for a variety of enumerated circumstances including inter alia, material acquisitions or dispositions, reporting of financial results (such as earnings releases), entering into material financing arrangements, changes to senior management and the board of directors, any change in the issuer's accounting firm, material cybersecurity incidents, and certain insolvency events. In most cases a Form 8-K is due within four business days of the prescribed event. Form 8-Ks are often typically filed or furnished by issuers to report other material developments that are not subject to mandatory disclosures.

Further, unlike foreign private issuers, domestic issuers are subject to the SEC's proxy statement regime which requires the filing with the SEC and distribution to shareholders of a lengthy mandated report in relation to any annual or special meetings of shareholders that contains certain mandated disclosures regarding the matters to be considered the meeting (such as the election of directors at an annual meeting). Most domestic issuers include their disclosures relating to executive compensation in their proxy statement for the issuer's annual meeting of shareholders. As a result of increased SEC and shareholder focus on compensation, the disclosures around executive compensation are very complex and lengthy.

Sales and holdings by affiliates

US securities laws limit the extent to which officers, directors and other control persons of a public company can sell their securities publicly in the US. Generally, in the absence of any available exemption (such as SEC Rule 144, which provides for resales subject to limitations on the quantity and timing) none of the principal officers or directors of a public company may sell their shares in the US market unless there is a registration statement then in effect, covering their shares. However, sales by officers and directors of a foreign private issuer of ordinary shares through ordinary brokerage transactions on most major non-US stock exchanges are unrestricted by US federal securities laws.

In addition, if a person or group of persons acting in concert acquires beneficial ownership of more than 5% of any registered class of voting equity securities, they will need to make a filing with the SEC on Form 13D or 13G. These filings also must be amended or updated from time to time. In October 2023, the SEC adopted amendments to Regulation 13D – G under the Exchange Act. For further discussion of the amendments, see our Client Alert: SEC issues new deadlines for Section 13 filings.

Anti-fraud laws and insider trading

SEC and stock exchange disclosure rules are intended to ensure that securities markets receive information regarding material events that might affect the trading prices of public company securities so that investors have adequate information available to them on a timely basis. These disclosures are subject to the antifraud provisions of US federal securities laws, including SEC Rule 10b-5. This rule makes it unlawful to engage in fraudulent or manipulative practices or "to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading."

These anti-fraud laws provide the basis for a significant amount of securities litigation, which is relatively prevalent in the US. As a result, public companies and their "insiders" (that is, their officers, directors and controlling persons) have potential liability if they fail to deal fairly with investors with respect to matters that could affect the price of the company's stock. A public company must have a policy of prompt and complete disclosure to stockholders and the financial community of all material developments, good or bad, that could reasonably be expected to influence the price of the company's stock. The company and its officers, directors and other insiders must refrain from all transactions in the company's securities during any period when there is undisclosed material information about the company. For this reason, most public companies have formal trading policies applicable to insiders. Similarly, the company should ensure that all material information is disseminated uniformly to the marketplace and must avoid activities designed to manipulate the company's stock price.