SEC Told Nasdaq to Clarify NYSE Remarks Last Week

Sources tell the FOX Business Network that the Securities and Exchange Commission told officials at Nasdaq (NASDAQ:NDAQ) that the company had to issue a statement last week to clarify remarks made by CEO Bob Greifeld that he felt confident that Department of Justice antitrust officials would approve his bid to buy the New York Stock Exchange (NYSE:NYX).

The statement, made last Wednesday, said that the Nasdaq “has received no assurances from the Department of Justice as to the timing or the outcome of the review,” and it came after DoJ officials expressed anger over Greifeld’s remarks because they had yet to conclude their inquiry into whether a Nasdaq/NYSE combination constituted a monopoly.

But Greifeld also may have tripped over SEC rules that govern what can be disclosed during a merger process. Securities rules prevent companies from providing information to selective sources, such as analysts. Moreover, companies must be certain that public statements are above all accurate and reflect market conditions.

With that, sources close to Nasdaq say the exchange was forced to issue the statement last week that sought to clarify Greifeld’s remarks after hearing from the SEC.

Earlier Monday, the Nasdaq said it would not pursue its deal with NYSE because it was clear the company would not get the antitrust approval needed to do the deal.

A Nasdaq spokesman and a spokesman for the SEC declined to comment.