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162 Nasdaq Equity Rule 5610.
163 NYSE Listed Company Manual Section 303A.09.
164 Website Posting Requirement and Disclosure Requirements of NYSE Listed Company Manual Section 303A.09.
165 Commentary to NYSE Listed Company Manual Section 303A.07(a).
166 NYSE Listed Company Manual Section 303A.09.
167 See http://www.nyse.com.
168 Nasdaq Equity Rule 5605(c)(2)(A).
169 NYSE Listed Company Manual Section 303A.00.
170 Disclosure Requirement of NYSE Listed Company Manual Section 303A.11. If this disclosure is provided on a
company website, the company must disclose in its annual report filed with the SEC that it is including such
disclosure on its website and provide the website address.
171 Nasdaq Equity Rule 5615(a)(3).
172 Nasdaq IM-5615-3.
173 NYSE Listed Company Manual Section 303A.13.
174 In December 2012, the SEC approved amendments to Nasdaq Equity Rules 5250(b)(2) and 5810(b), requiring
each company that receives a deficiency notification to describe in its public disclosure each specific basis and
concern identified by Nasdaq in reaching its determination that the company did not meet the listing standard.
Additionally, the amended rules permit Nasdaq to make a public announcement of the deficiency notification. SEC
Release No. 34-68343, File No. SR-NASDAQ-2012-118 (December 3, 2012).
175 NYSE Listed Company Manual Section 303A.12(a).
176 After the initial certification, companies only need to file an updated certification form if a change in the
company’s status results in the prior certification no longer being accurate. For example, if a company indicated on
its certification that it was not subject to a requirement because it was a controlled company, that company must
submit a new form if it ceases to be a controlled company. Similarly, a foreign private issuer that relied on an
exemption in its certification would have to file a new certification if the company ceased to be a foreign private
issuer. Nasdaq Corporate Governance Frequently Asked Questions, “Notifications and Forms,” available at
https://listingcenter.nasdaqomx.com/Material_Search.aspx?cid=16&mcd=LQ.
177 NYSE Listed Company Manual Section 303A.12(b).
178 Nasdaq Equity Rule 5625.
179 NYSE Listed Company Manual Section 303A.12(c).
180 Id. A Domestic Company Section 303A Interim Written Affirmation must be filed upon the occurrence of one of
the following events: (a) a director who was deemed independent is no longer independent; (b) a director who was
not deemed independent is deemed independent; (c) a director has been added to or has left the company’s board
(note that according to the NYSE, a director who does not stand for re-election has not “left” the board, so this event
does not need to be reported on an Interim Written Affirmation unless the company would be non-compliant with
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