What Nasdaq and NYSE Say About IPOs During Shutdowns

As I discussed last week with Milson Yu (posted below), the Securities and Exchange Commission is not the only gatekeeper for capital markets transactions. For a successful initial public offering, companies also need to work with their chosen national securities exchange – typically Nasdaq or the New York Stock Exchange – to ensure their stock will trade on an exchange when the IPO closes. The government shutdown is affecting this process. Here’s what to know:    

  • Nasdaq has a list of FAQs for the 2025 government shutdown that explain how the stock exchange views listing applications from companies that are going public right now without a declaration of effectiveness from the SEC staff – as well as the processes for uplistings and capital raising for existing public companies.
  • The NYSE published FAQs in 2019 that are similar to Nasdaq’s. The NYSE has not republished its FAQs in connection with the current shutdown – but as reflected below, they are largely aligned with Nasdaq’s recent FAQs. Currently, we have not seen indications of the NYSE taking a drastically different approach from what it described in 2019.   
In depth on Nasdaq’s FAQs

These three Nasdaq FAQs apply to companies seeking to go public:

  • Would Nasdaq list a company that had cleared all SEC comments before the shutdown?
    • Nasdaq generally would list a company that satisfies the listing requirements if the company cleared all SEC comments before the shutdown, regardless of whether the registration statement was already effective before the shutdown or becomes effective during the shutdown pursuant to the provisions of section 8(a) of the 1933 Act.
  • Would Nasdaq list a company with outstanding SEC comments?
    • In limited situations, where the company has substantially completed the comment process before the shutdown and acquiesces to any outstanding SEC comments in a manner that clearly addresses the SEC comment, Nasdaq would consider listing the company upon its registration statement becoming effective.
    • In making a determination, among other factors, Nasdaq will consider the nature and materiality of the outstanding comments, the history of the company and any prior review of its filings by the SEC, and whether the company’s counsel and auditor are willing to represent that they believe all disclosure and accounting comments, respectively, have been fully addressed. In addition, Nasdaq would consider any supplemental disclosure related to the shutdown, such as additional risk factors.
    • Any company that believes it is in this situation and considering whether to proceed should contact Nasdaq’s Listing Qualifications Staff at + 1 301 978 8008 or DL -lnitialListingTeam@nasdaq.com.
  • Would Nasdaq list a company that had not yet received SEC comments or that first filed a registration statement during the shutdown?
    • Notwithstanding the ability for a registration statement to become effective during the shutdown, the U.S. capital markets depend upon the accuracy and completeness of registration statements and SEC review has been a longstanding part of this process. At this time, Nasdaq would not generally list a company in connection with an IPO unless the company has substantially completed the comment process with the SEC on its 1933 Act registration statement prior to the shutdown.
    • However, Nasdaq recognizes the uncertain duration of the shutdown and its effects on companies. We are open to discussions with the government and legal, audit and banking advisors on controls, standards and processes that could adequately protect investors while allowing capital raising activity to continue. Nasdaq may revisit its position in light of any such discussions.

Nasdaq’s FAQs also address uplistings and capital raising by current public companies:

  • Can a company currently trading in the over-the-counter market list on Nasdaq during the shutdown?
    • A company currently trading in the over-the-counter market that satisfies Nasdaq’s listing requirements can file a 1934 Act registration statement to list on Nasdaq, and Nasdaq will certify that registration statement.
    • However, if a company trading on the over-the-counter market must file a 1933 Act registration statement to raise capital to satisfy Nasdaq’s listing requirements, Nasdaq will treat it similarly to the way we treat an IPO (as discussed above) – we will not approve the application unless the company has received and addressed all SEC comments on that registration statement.
  • What is the impact of the government shutdown on currently listed companies?
    • Currently listed companies can generally proceed with capital raising transactions (including on new or existing shelf registration statements), though their pricing timeline may be affected depending on the type of offering and size of the company.
    • Companies are able to file proxies to hold meetings without SEC review, although the SEC is unable to review no action requests related to shareholder proposals that a company wishes to exclude from its annual meeting proxy statement.
    • Any company that believes its compliance with Nasdaq rules may be impacted by the government shutdown is encouraged to contact Nasdaq’s Listing Qualifications Staff at + 1 301 978 8008 or continuedlisting@nasdag.com to discuss the situation.
In depth on NYSE’s FAQs

These three NYSE FAQs apply to companies seeking to go public:

  • Will the NYSE list a company that cleared all SEC comments prior to the shutdown?
    • The Exchange would generally list a company that cleared all SEC comments before the shutdown, regardless of whether such company’s registration statement was effective prior to the shutdown or becomes effective during the shutdown pursuant to the provisions of Section 8(a) of the Securities Act. Such company must complete the Exchange’s usual application process and meet all applicable initial listing requirements.
  • Will the NYSE list a company with outstanding SEC comments?
    • The Exchange will evaluate the listing of a company with outstanding SEC comments on its registration statement on a case-by-case basis. In completing this evaluation, the Exchange will consider the number and substance of the outstanding comments as well as the company’s proposed response thereto and any discussions the company may have had with SEC staff prior to the shutdown. In addition, the Exchange will consider whether the company’s outside legal counsel and auditors are willing to represent that the company’s disclosure is materially complete and that the SEC’s comments have been substantially addressed. If the Exchange believes that a company has largely completed the SEC comment process, it will consider listing the company once its registration statement has become effective.
  • Will the NYSE list a company that has not yet received SEC comments or that first filed its registration statement during the government shutdown?
    • The Exchange will generally not list a company that had not received SEC comments on its registration statement prior to the government shutdown or that first filed during the government shutdown. Consistent with its approach detailed above, the Exchange believes that a company’s disclosure should be materially complete and outstanding comments substantially addressed before the Exchange would consider it suitable for listing.
    • Should the government remain closed for a prolonged period, the Exchange may revisit this position after consultation with SEC staff and other relevant parties.

CapitalXchange Audio – Government Shutdown Strategies With Milson Yu

Welcome to our new blog feature – audio interviews with Cooley folks who are in the trenches on the latest issues. In this episode, Cooley partner Milson Yu and I dive into the impact of the government shutdown on IPOs and other capital markets deals. Milson covers:

  1. Types of companies and capital markets deals that are most affected by the shutdown.
  2. Important timing and pricing issues for IPOs that launch during the shutdown.
  3. Factors to think through if you’re considering launching an IPO right now.
  4. Working with auditors, underwriters, and stock exchanges on novel shutdown-related issues.
  5. Things companies can do right now to keep deals on track – and use the shutdown to their advantage. 

Show notes:

The views expressed during interviews are the speakers’ personal views and do not necessarily reflect those of Cooley or any of the clients with which they are associated.

October 9, 2025

SEC Opens Path to Keep IPOs Moving

Over the past week, Cooley and other leading law firms have been in discussions with the SEC about ways to mitigate the impact of the government shutdown on the country’s capital markets. The SEC’s Division of Corporation Finance has now updated its shutdown FAQs to help companies that are attempting to access public markets while the staff is unable to review or accelerate effectiveness of registration statements. The new guidance creates a path for IPO companies to launch offerings using a price range during the shutdown, even though the staff isn’t around to give the green light on the registration statement. Here are the key details:

  • During the shutdown, IPO companies that remove the “delaying amendment” from their registration statements will be able to launch their IPO with a bona fide estimate of the price range under Rule 430A, rather than a specific firm price.
  • During the shutdown, IPO companies may be able to establish a wider price range and/or have additional flexibility to price outside of the estimated price range – leveraging an interpretive safe harbor that in normal times allows companies to set a price that is up to 20% above or below the estimated price range. 
  • Dropping the “delaying amendment” means that a registration statement goes effective 20 calendar days after filing – but there are still a few complexities:
    • Companies must wait 20 calendar days after filing the final registration statement to be able to go effective and price the IPO, and if you amend your registration statement, it restarts the 20-day period.
    • In order to start the 20-day period, companies must add specific language to the registration statement about becoming effective in accordance with Section 8(a).
    • Even without a delaying amendment, the SEC can still step in with a stop order or take other emergency actions if needed.
    • Companies that choose the “effective by passage of time” path will need to carefully consider whether they’ve addressed significant staff comments before going effective and whether any material changes have occurred that the market should know about.
    • Companies still have to follow specific rules to take advantage of Rule 430A accommodations, which we describe in The Upsizing or Downsizing Handbook on IPO Go.

Other than this updated approach to Rule 430A and deleting FAQs that related to pre-shutdown actions, the staff’s guidance remains the same as we’ve previously described. As novel situations and approaches continue to develop, the Cooley team is keeping offerings on track by monitoring market and regulatory changes in real time – and working closely with clients to navigate how the shutdown is affecting deals.

October 7, 2025

Cooley publishes 2026 Financial Staleness and Filing Guide

We’re now on day 7 of the government shutdown, and predictable initial public offering (IPO) timelines are one casualty. As the Securities and Exchange Commission (SEC) indicated in its September 30 guidance, the staff won’t be able to screen or review registration statements until the government reopens. We don’t know when that will be or how long it will take the staff to work through its backlog. For companies preparing for IPOs and other financings, this uncertainty underscores the importance of controlling what you can – starting with your financial statement deadlines.

Staleness dates determine when previously filed financial statements go “out of date” and must be refreshed. Miss a date, and your transaction could be pushed back by weeks or even months while you wait for new financials to become available. In a normal environment, these deadlines drive deal readiness. During and after a shutdown, they can become even more consequential, since a delayed filing pushes you further down the line for review.

To help companies stay ahead, we’ve published the 2026 Financial Staleness and Filing Guide. This resource provides a clear calendar of key dates for issuers with a December 31, 2025, fiscal year-end, along with practical guidance on which financial statements will be required to move forward. It’s designed to help executive, finance and legal teams align on timing and avoid last-minute surprises.

September 30, 2025

SEC issues statement ahead of shutdown

Late this afternoon, the Securities and Exchange Commission’s Division of Corporation Finance (Corp Fin) and Division of Investment Management posted a statement in advance of the government shutdown. Here’s an excerpt:  

“Starting October 1, 2025, a limited number of staff members in the Division of Corporation Finance and Division of Investment Management will be available to answer questions relating to fee calculations and emergency filing relief. If you require assistance in these matters, submit your request and contact information to CFEmergency@sec.gov?or?IMEmergency@sec.gov, as appropriate. Staff in the Division of Corporation Finance and Division of Investment Management will not be available to respond to other questions. In all situations, responsibility for complete and accurate disclosure remains with the company and others involved in the preparation of a company’s filings.”

The looming shutdown prompted some companies that are working through public offerings to consider requesting acceleration of the effective date of their pending registration statements before the staff went on furlough at 5:30 pm ET.

The Cooley team is continuing to work with companies at various stages of their offerings to navigate this and other shutdown-related issues. As we predicted in our September 29 blog, Corp Fin rolled forward the FAQs that it had posted earlier this year. The September 30 FAQs are identical to those issued in March, other than removing a list of factors to consider when removing the delaying amendment from a registration statement.   

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