The Privacy Insider Podcast Episode 4: Don't Be Evil: In the Hot Seat of Data Privacy, Part 1
REFRESH Nonprofit Basics: Director Duties and Best Practices for the Typical Nonprofit Public Benefit Corporation
REFRESH Nonprofit Basics: Designators, Members, Directors, Officers - The Who’s Who of Nonprofit Governance
“Monsters, Inc.” y el buen gobierno corporativo
Market Leaders Podcast Episode 94: Exploring the Perils of Optics-Driven DEI Initiatives with Guest Mira Dewji
AGG Talks: Cross-Border Business Podcast - Episode 16: The Political and Legal Maze of ESG in the U.S. and Abroad
Episode 322 -- Checking in on Caremark Cases
Compliance into the Weeds: What Are Boards Doing About AI (Hint: Not Much)
Conflictos de interés en Colombia, nueva regulación
The Informed Board Podcast | CEO Succession Planning on a Clear Day
Podcast - Deberes fiduciarios de los administradores
Innovation in Compliance - Diligent 5-Part Series - Building a Stronger Culture of Compliance Through Targeted and Effective Training: Part 5 - The Role of the Board
One Month to a More Effective Compliance Program with Boards – Day 14 - Boards and Doing Business in China
One Month to a More Effective Compliance Program with Boards - Day 9 - Board Governance and Risk Oversight
One Month to a More Effective Compliance Program with Boards – Day 5 - OIG Guidance for Boards Regarding Compliance
Nonprofit Basics: Meeting Minutes Best Practices
One Month to a More Effective Compliance Program with Boards - Day 1 - Legal Requirements of the Board Regarding Compliance
Innovation in Compliance - Key Board Issues Going Forward with Christina Bresani
Compliance into the Weeds - McDonald’s and Duty of Corporate Officer Oversight
In the Boardroom With Resnick and Fuller - Episode 3
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, the United States Court of Appeals for the Fifth Circuit, in a lengthy opinion, vacated the U.S. Securities and Exchange Commission’s (SEC) approval of Nasdaq’s board diversity rules in Alliance for Fair...more
In a 9-8 en banc decision, the U.S. Court of Appeals for the Fifth Circuit overturned a three-judge panel decision and invalidated the Nasdaq Board Diversity Rule, Rule 506, that had been approved by the Securities and...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 Court of Appeals for the Fifth Circuit issued a decision in Alliance for Fair Board Recruitment v. SEC vacating the SEC’s approval of Nasdaq’s board diversity rules. The rules required tabular...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
(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 5th Circuit, sitting en banc, ruled that The Nasdaq Stock Market LLC (Nasdaq) cannot enforce previously adopted listing rules requiring Nasdaq-listed companies to have...more
In a 9-8 en banc decision, the U.S. Court of Appeals for the Fifth Circuit blocked the Nasdaq board diversity rules, ruling that the U.S. Securities and Exchange Commission (SEC) lacked the authority to approve the rules....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
On December 11, in a 9-8 ruling, the Fifth Circuit invalidated the SEC’s approval of the Nasdaq board diversity rule in Alliance for Fair Board Recruitment v. SEC. Invoking the “major questions” doctrine, the court ruled the...more
The Securities and Exchange Commission (the “SEC”) recently settled charges against James R. Craigie, a former CEO, Chairman and board member of Church & Dwight Co. Inc. (the “Company”), for violating proxy disclosure rules...more
Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more
On July 25, 2024, the U.S. Securities and Exchange Commission (SEC) notified the U.S. Court of Appeals for the Fifth Circuit that at least part of the basis for the currently pending legal attack on the Nasdaq’s proposed...more
The U.S. Court of Appeals for the Fifth Circuit will likely weigh in soon on the U.S. Securities and Exchange Commission’s (SEC) approval of Nasdaq’s board diversity rule that will require listed companies to disclose...more
On March 1, 2024, Judge Marsha J. Pechman of the United States District Court for the Western District of Washington dismissed with prejudice a putative shareholders’ class action against a software company (the “Company”)...more
The Fifth Circuit has vacated the opinion we discussed in our Oct. 30, 2023, client alert Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly Filed and...more
On October 18, 2023, the United States Court of Appeals for the Fifth Circuit in Alliance for Fair Board Recruitment v. SEC, 5th Cir., No. 21-60626 upheld Nasdaq’s board diversity rule, which encourages greater board...more
Nine years ago, I posed the question of whether the California General Corporation Law permits corporations to serve as directors. My answer at the time was "no" because Section 164 of the Corporations Code defines...more
On October 25, a panel of the Fifth Circuit Court of Appeals (the “Fifth Circuit”) upheld the Nasdaq board diversity rule in the face of challenges that (among other things) the rule attempted to improperly and...more
Last week, the U.S. Court of Appeals for the Fifth Circuit upheld Nasdaq's board diversity rule, which the SEC first approved in August 2021 and was then challenged as unconstitutionally discriminatory and an improper...more
The U.S. Court of Appeals for the Fifth Circuit denied review of the Securities and Exchange Commission’s approval of proposed rules promulgated by the Nasdaq Stock Market concerning the diversity of directors on...more
Who may be interested: Registered Investment Advisers, Broker-Dealers, Registered Investment Companies, Boards of Directors - Quick Take: The SEC recently settled charges against ten broker-dealers and one dually...more
On March 31, 2023, U.S. District Judge Ronnie Abrams of the Southern District of New York dismissed a putative securities class action against CarLotz, Inc. (CarLotz), and certain of its officers and directors on the grounds...more