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 review of this decision.
Nasdaq recently filed a proposed rule change with the SEC to align with the Fifth Circuit's ruling, noting “[t]he proposed rule change merely updates Nasdaq’s rulebook to reflect the court’s decision, which takes effect without regard to this rule filing.”
Such a proposed rule change normally does not become operative until 30 days after the date of filing, but the SEC is permitted to designate a shorter time if such action is consistent with the protection of investors and the public interest. Nasdaq requested that the SEC waive the 30-day operative delay so that its rulebook can be updated on February 4, 2025, concurrent with the effective date of the mandate implementing the Fifth Circuit’s vacatur of the board diversity disclosure rules.
In its release dated January 24, 2025, the SEC agreed to waive the 30-day operative delay and declared the proposed rule change to be operative upon filing and immediately effective. As is standard, the SEC still solicited public comments about the proposed rule change.
