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Fifth Circuit Vacates Nasdaq Board Diversity Rules

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

A Summary of Certain Proxy Advisory Firm and Institutional Investor Board Diversity Policies - 2022

Institutional investors and proxy advisory firms continue developing and refining their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more

SEC Staff Significantly Changes Guidance on Shareholder Proposals and Rescinds Prior Guidance

On November 3, Chairman Gary Gensler announced that the Staff (Staff) of the Securities and Exchange Commission’s (SEC) Division of Corporation Finance released SLB 14L (“new guidance”) regarding shareholder proposals....more

It’s a Rule! SEC Approves Nasdaq’s Board Diversity Proposal

On August 6, 2021, the Securities and Exchange Commission (SEC) approved Nasdaq’s proposed rule that would require a listed company to comply with certain board diversity requirements, or explain why it does not (the Board...more

“You Cannot Direct the Wind, But You Can Adjust Your Sails.” – The SEC Speaks on a Board’s Role in ESG Matters

On June 28, Commissioner Allison Herren Lee delivered the Keynote Address at the 2021 Society for Corporate Governance National Conference. In it, she spoke on the ever-increasing role a company’s board of directors has...more

A Summary of Certain Proxy Advisory Firm and Institutional Investor Board Diversity Policies

Institutional investors and proxy advisory firms continue to develop and refine their policies regarding board diversity. While gender diversity on public company boards has been in focus for some time now, institutional...more

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