IBA Comments on the Report of the New York Stock Exchange Corporate Accountability and Listing Standards Committee

One June 6, 2002, The New York Stock Exchange Corporate Accountability and Listing Standards Committee (the “Committee”) delivered a comprehensive report proposing extensive new governance listing standards. The Committee solicited comments from experts within the NYSE, listed companies, institutional investors, and outside organisations. The governance listing standards recently approved by the NYSE Board of Directors are substantially the same as those proposed by the Committee but reflect clarifications and modifications to reflect some of the comments received, as well as legislative developments and further deliberations of the Committee.

In its role as a dual membership organisation, comprising 16,000 individual lawyers and 180 Bar Associations and Law Societies (including the American Bar Association), the IBA influences the development of international law reform and shapes the future of the legal profession. The Business Organisations Committee (Committee G) of the Section on Business Law of the IBA is a specialist committee organised under the Business Law Section of the IBA. Committee G covers issues relating to mergers & acquisitions and corporate law, including governance related matters.

Committee G welcomes and strongly supports the initiative of the NYSE’s efforts and commented on the proposals in July. The attached documents contain the views of Committee G on matters related to the application of the proposals to foreign issuers. The IBA submitted the following comments:

  • Concurred with the NYSE proposals that foreign private issuers disclose any significant ways in which their corporate governance practices differ from those followed by domestic companies under the NYSE listing standards.
  • Agreed that the disclosure approach is preferable to imposing mandates on foreign private issuers that are applicable to NYSE-listed U.S. companies.
  • Recommended that establishing general guidelines with respect to the proposed enhanced disclosure requirement is preferable to mandating rigid instructions.
  • Joined in the Committee’s call for the NYSE and its counterparts throughout the world to work towards harmony in basic corporate governance principles.

To read the IBA’s full comments please click here to download the document.