Book Description

The equity listing standards of the three largest U.S. securities markets- the American Stock Exchange (Amex), Nasdaq Stock Market, Inc. (NASDAQ), and New York Stock Exchange (NYSE)-have received heightened attention as part of public and private efforts to restore investor confidence in the markets.1 Listing standards have been the focus of attention because they govern which companies can be listed for trading on a particular market and are intended in part to maintain public confidence in the markets. In its role as a self-regulatory organization (SRO), each market establishes and enforces the standards that companies must meet to be listed for trading.2 To oversee the effectiveness of the SROs' listing programs, the Securities and Exchange Commission (SEC), through its Office of Compliance Inspections and Examinations (OCIE), periodically inspects these programs and makes recommendations intended to improve them. Your ongoing interest in learning how the three largest SROs have addressed OCIE's recommendations for improving their listing programs, particularly those related to protecting investors, has broadened as listing standards have increasingly become the focus of solutions to challenges facing the markets.3 First, in response to the market turmoil resulting from the September 2001 terrorist attacks on the United States, NASDAQ, subject to SEC's oversight, implemented a rule that imposed a moratorium on enforcing its listing standards for bid price4 and market value of publicly held shares5 and subsequently implemented two additional rules that further relaxed its bid-price standard. These actions raised questions about how NASDAQ and SEC, in their regulatory roles, balanced the goal of market stability against that of investor protection. Second, the unexpected failures of several major corporations beginning in 2001 focused congressional and regulatory attention on improving issuers and SROs' corporate governance-that is, the way boards oversee management to ensure that organizations are well-run and shareholders are treated fairly.6 As agreed with your offices, we discuss the following in this report: (1) the status of OCIE's recommendations to the three largest SROs for improving their markets' equity listing programs, focusing on a recommendation intended to ensure early and ongoing public notification of issuers' noncompliance with continued listing standards; (2) the extent to which OCIE uses SROs' internal review reports in its inspection process;7 (3) SEC's oversight of NASDAQ's moratorium and subsequent bid-price rule changes and the listing status of the issuers directly affected by these