Nasdaq(US:NDAQ) Sou Hu Cai Jing·2025-12-16 06:19Core Viewpoint - Nasdaq has submitted a proposal to the SEC requesting limited discretion to deny initial listings for companies that meet all hard listing standards under specific circumstances [1] Background of the New Proposal - The proposal is driven by recent observations of "problematic or unusual trading" patterns among listed companies, particularly those listed for less than a year [3] - The SEC has temporarily suspended trading for several related securities under Section 12(k) of the Securities Exchange Act due to abnormal fluctuations often linked to trading recommendations from anonymous sources on social media, which may indicate price and volume manipulation [3] Key Aspects of the New Rules - The proposed rule (IM-5101-3) introduces a multi-dimensional risk assessment framework, granting Nasdaq legal authority to exercise discretion based on various non-exclusive factors [4] - Key considerations include: - Cross-border Regulatory Risks: Focus on the legal environment of the company's registration or actual control location, particularly regarding legal remedies available to U.S. investors and any "blocking statutes" or strict data privacy laws that may hinder regulatory investigations [4] - Liquidity Structure Risks: Assessment of expected public shareholding and equity distribution post-IPO to prevent liquidity issues and price manipulation risks due to excessive concentration of shares [4] Advisory Team Risks - Comprehensive review of the company's auditors, underwriters, and legal advisors' historical records, with attention to any involvement in projects associated with unusual trading [5] Corporate Governance Risks - Evaluation of management's familiarity with U.S. public company compliance requirements and any warning records from regulatory bodies [6] - If Nasdaq exercises discretion to deny a listing, it must provide a written decision outlining specific reasons, and the rejected company must disclose this decision within four days and has the right to request a hearing within seven days [6] - Nasdaq emphasizes that this change aligns with the core purpose of the Securities Exchange Act to protect investors, and while it may increase listing difficulty for some companies, it is a necessary measure to prevent market disorder and maintain overall market integrity [6] - The rule change has taken effect following specific procedures, but the SEC is still in a comment period and retains the right to delay implementation within 60 days [6]