Law360, New York (March 16, 2012, 1:45 PM EDT) -- You're planning a capital raise for a NASDAQ-listed issuer. In preparing for the offering, you review NASDAQ Rule 5635(d), which sets forth the circumstances under which shareholder approval is required. The rule seems straightforward enough — as long as the issuer is selling securities in a transaction that does not involve the issuance or potential issuance of common stock representing 20 percent or more of the outstanding common stock or 20 percent or more of the voting stock outstanding prior to the offering, no shareholder approval is required. If you are contemplating a public offering or are issuing common stock at a price in excess of the greater of book or market value, the 20-percent rule does not apply at all....