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NYSE Listed Company Manual Section 314.00

Requires independent review of related party transactions to manage conflicts of interest, protect shareholders, and ensure ongoing oversight of approved arrangements.

Rule Overview

Jurisdiction: United States

Regulator: NYSE

Topic: Corporate Governance

NYSE Listed Company Manual Section 314.00
Overview
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Key provisions:

  • Listed companies must have the audit committee or another independent board committee review related party transactions before they occur to identify and address potential conflicts of interest.
  • The reviewing body must prohibit a transaction if it is not in the best interests of the company and its shareholders.
  • Related party transactions are those that must be disclosed under SEC rules (or equivalent disclosure requirements for foreign private issuers).
  • Companies must continuously reevaluate these transactions, even after approval.
  • The NYSE monitors disclosures and may remind companies of their ongoing responsibility to assess whether related party transactions should continue.

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