Tuesday, December 29, 2020 On Tuesday, December 22, 2020, the U.S. Securities and Exchange Commission (“SEC”) issued Release No. 34 -90768 (the “Release”), approving the proposal by the New York Stock Exchange (“NYSE”) to allow primary direct listings of securities on the NYSE without going through the Initial Public Offering process. This step means that companies able to meet the listing requirements spelled out in Chapter One of the NYSE’s Listed Company Manual can become listed on the NYSE without the involvement of an underwriter or the “firm commitment” of that underwriter to purchase the securities from the company and then resell them to the public. Direct listing, thus, saves the costs of the underwriting (typically between 1% – 7% of the price offered to the public, depending on the relative strength of the company and the perceived demand of the public for the shares being offered). Direct listing also “saves” the scrutiny that the underwriter is legally required to accord to the offering as it conducts “due diligence.” In February 2018, the SEC approved direct listings by selling shareholders, i.e., where the company whose shares are listed does not raise any capital in the transaction. To date, that option has been used successfully by Spotify AB, Slack Technology, Inc., and Palantir Technologies, Inc., although the Slack listing did result in litigation concerned with the quality of disclosure about the prospects of Slack.