Exchange Listing and State Preemption
Chapters in this video
- 0:00 NYSE listing thresholds: the 400 round-lot bouncer
- 0:54 1.1 million shares, $40 million value, and the $4 dress code
- 2:55 Nasdaq Global Select: 450 round-lot or 2,200 total holders
- 4:05 Side-by-side exchange comparison with exam traps
- 4:28 NSMIA and the federal fast pass for covered securities
- 5:37 What states lose versus what states keep under preemption
- 6:15 Transaction-type preemption and the notice-filing nuance
- 6:47 Rapid-fire exam recap
What this video covers
- Why NYSE requires 400 round-lot holders, 1.1 million publicly held shares, $40 million market value, and a $4 share price for IPO listings
- Why Nasdaq Global Select demands 450 round-lot holders (or 2,200 total holders), 1.25 million shares, $45 million market value, and the same $4 price
- How the Nasdaq alternate-holder path works, including the $2,500 minimum-unrestricted-hold catch that most candidates miss
- Why the numerical thresholds are necessary but not sufficient, and what financial tests and qualitative governance requirements still block a listing
- What the National Securities Markets Improvement Act (NSMIA) preempts for covered securities: state registration, qualification, and for exchange-listed securities specifically, notice-filing fees
- Why state antifraud authority always survives preemption, and the exam trap of conflating registration preemption with fraud immunity
- Why preemption is transaction-type specific, so the same security may be covered in one offering format and fully state-exposed in another
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