What Does The SEC Approved NASDAQ Diversity Proposal Mean For Boards?
Financing Challenges for Small Cap Companies
Petition for Rulemaking with Respect to Cybersecurity Incident Disclosure - A group of financial services industry trade associations submitted a joint petition for rulemaking requesting that the SEC amend the...more
Last week, Nasdaq released this interesting paper that sets forth a set of recommendations to improve the capital markets. Nasdaq believes its recommendations not only come out at a critical time when policymakers have real...more
In December of last year, Nasdaq proposed a rule change to modify the initial listing requirements related to liquidity. More specifically, Nasdaq proposed to change Listing Rules 5405 and 5505 to require that a company...more
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
ISS issues statement regarding consideration of diversity factors in US director election assessments - Institutional Shareholder Services (ISS) announced that due to the recent increased attention on diversity, equity and...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
Introduction - Issuers listed on the Nasdaq Stock Market and the New York Stock Exchange (NYSE) often conduct reverse stock splits to maintain compliance with each exchange’s US$1.00 minimum share price requirement. A reverse...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
SEC’s Office of the Whistleblower annual report - On November 15, 2024, the Securities and Exchange Commission’s Office of the Whistleblower released its annual report to Congress. The Whistleblower Program report includes...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
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
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