On February 15, 2011, NYSE Euronext and Deutsche Böerse AG announced that they had entered into a business combination agreement. The combined group will be headquartered in both Frankfurt and New York.
The transaction is structured as a combination of NYSE Euronext and Deutsche Böerse under a newly created Dutch holding company which will be effected through a merger and a public exchange offer. NYSE Euronext will merge with a US subsidiary of the new holding company, and each NYSE Euronext share will be converted into 0.47 of a share of the new holding company. The new holding company will also launch a public exchange offer, and Deutsche Böerse shareholders may tender their Deutsche Böerse stock on a one-to-one basis for shares of the new holding company.
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NYSE Euronext and Germany’s Deutsche Börse, two of the world’s largest stock exchange operators, announced this week that they are in “advanced discussions” regarding a possible merger which would create the largest stock exchange in the world. According to Reuters, the board of NYSE Euronext is expected to meet this weekend to discuss the planned takeover.
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Yesterday, the New York Stock Exchange announced that it "intends to file an amendment to NYSE Rule 452 to prohibit members from voting uninstructed shares if the matter to be voted on relates to executive compensation, including 'say-on-pay' proposals, at meetings occurring after July 21, 2010," but that an "exception will be made for those meetings on which the NYSE has issued a 'may vote' ruling prior to July 21." The NYSE is amending Rule 452 to comply with Section 957 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, which, effective on July 22 (one day after enactment), amended Section 6(b) of the Securities Exchange Act of 1934 to prohibit brokers from uninstructed (discretionary) voting with respect to the election of directors, executive compensation or any other significant matter, as determined by the SEC.
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This advisory discusses the Securities and Exchange Commission (SEC) three-to-two vote to adopt new rules regulating short selling. The new rules will significantly alter current short-selling practices. In addition, the SEC voted unanimously to reiterate its continuing support for the convergence of U.S. Generally Accepted Accounting Principles (GAAP) and International Financial Reporting Standards (IFRS).
The advisory is provided in PDF on the Alston & Bird web site: http://www.alston.com/securities_shortselling
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