What Does The SEC Approved NASDAQ Diversity Proposal Mean For Boards?
Financing Challenges for Small Cap Companies
The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of...more
As part of proceedings brought by activist shareholders of Nano Dimension, an Israeli incorporated Nasdaq traded company, the District Court ruled that ADS (American Depository Share) holders should be treated as shareholders...more
The Securities and Exchange Commission (SEC), as expected, has approved Nasdaq's recent proposal to remove the board diversity rule from its Listing Rules....more
As we previously posted, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules last month, after which Nasdaq indicated that it did not intend to seek further...more
In August 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure. The new listing rules adopted a “comply or explain” mandate for board diversity for most listed companies and...more
After various legal battles over the past four years, a recent en banc decision by the Fifth Circuit Court of Appeals vacated the Securities and Exchange Commission’s (SEC) approval of the Nasdaq board diversity proposal,...more
In what will likely mark the final outcome, the U.S. Court of Appeals for the Fifth Circuit, sitting en banc, struck down the Nasdaq Stock Market’s diversity-disclosure framework on Dec. 11, 2024. The Nasdaq rules issue —...more
As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more
A federal circuit court recently vacated a U.S. Securities and Exchange Commission (SEC) order approving Nasdaq’s diversity rule for boards of directors of public companies....more
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit, in a 9-8 en banc decision, vacated the approval of Nasdaq's board diversity rules by the Securities and Exchange Commission (SEC). The court held that the...more
On December 11, 2024, in Alliance for Fair Board Recruitment v. SEC, the US Court of Appeals for the Fifth Circuit ruled in a 9-8 vote that the Securities and Exchange Commission’s (SEC) adoption of the Nasdaq board diversity...more
On December 11, 2024, the US Court of Appeals for the Fifth Circuit vacated the US Securities and Exchange Commission’s (SEC) order approving The Nasdaq Stock Market LLC’s (Nasdaq) board diversity rules, holding that the...more
On December 11, 2024, the Fifth Circuit Court of Appeals held that the Securities and Exchange Commission (SEC) does not have the authority to approve Nasdaq’s board diversity disclosure rules. As a result, Nasdaq-listed...more
On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a 9-8 vote, struck down The Nasdaq Stock Market's ("Nasdaq") board diversity rules, holding that the Securities and Exchange Commission (the...more
In an en banc decision filed on December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) vacated the 2021 approval by the U.S. Securities and Exchange Commission (SEC) of rules adopted by The Nasdaq...more
On December 11, 2024, in a 9-8 decision, the United States Court of Appeals for the Fifth Circuit ruled that in approving the Nasdaq Stock Market’s (Nasdaq) board diversity rules (the Rules), the Securities and Exchange...more
In a 9-8 decision on December 10, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s efforts to promote diversity on public company boards. The case, Alliance for Fair Board Recruitment v. SEC, vacated...more
On December 11, 2024, the United States Court of Appeals for the Fifth Circuit granted the consolidated petitions for review and vacated the order by the Securities and Exchange Commission (SEC) that approved Nasdaq’s rules...more
(This post updates my post of December 12 to add further discussion of the decision.) - In August 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure, accompanied by a...more
Wow. By a 9-8 vote – that’s a close one! – the 5th Circuit decided that the SEC exceeded its authority when it approved the Nasdaq’s board diversity rule in Alliance for Fair Board Recruitment v. SEC last week. The 5th...more
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the U.S. Securities and Exchange Commission’s (SEC’s) order approving The Nasdaq Stock Market LLC’s (Nasdaq’s) board diversity listing standards....more
On December 11, the Court of Appeals for the Fifth Circuit vacated Nasdaq Listing Rule 5605(f) and Nasdaq Listing Rule 5606(a) (together with Nasdaq Listing Rule IM-5900-9, the Board Diversity Rules) by a 9-8 vote. In...more
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules. These rules were approved by the SEC on August 6, 2021 and required listed...more
Under rules approved in 2021, Nasdaq-listed companies were required to (1) publicly disclose a board diversity matrix and (ii) have, or disclose why they do not have, at least one diverse director on their board by 2023 and a...more
In August 2021, the SEC approved new board diversity rules requiring Nasdaq-listed companies (i) to include a board diversity matrix in their proxy statement or on their website and (ii) to disclose whether they have one...more