More On “NYSE Proposes to Tweak Equity Compensation Plan Rules”
Brink Dickerson was quoted in Corporate Counsel in a post titled, “More On ‘NYSE Proposes to Tweak Equity Compensation Plan Rules.’” Commenting on the NYSE’s proposed changes to the definition of “fair market value” in Rule 303A.08, Dickerson pointed out that, “The change to 303A.08 is interesting in that it does not reconcile nicely with S-K 402(d)(2)(vii), which requires a separate column when the exercise price is ‘less than the closing market price of the underlying security.’ A lot of my clients now use the closing price on the date of grant (1) to avoid this extra disclosure, and (2) because they would prefer the stock price to be unknown at the time of grant to minimize bullet-dodging, etc. Surprising that the NYSE would not go with the SEC’s default approach. Under the NYSE construct, you can only avoid the extra column with certainty if you make a grant after the market closes but not on the next day.”