News & Analysis as of

Corporate Governance Securities Exchange Act Listing Rules

Ogletree, Deakins, Nash, Smoak & Stewart,...

DEI Under Scrutiny, Part XI: Fifth Circuit Reconsiders Nasdaq’s Board Diversity Rule

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

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

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Companies that are listed on the Nasdaq Stock Market or the New York Stock Exchange are required to adopt a clawback policy that provides for the recovery from any current or former executive officers of incentive-based...more

Wilson Sonsini Goodrich & Rosati

SEC Approves NYSE and Nasdaq Clawback-Related Listing Standards

On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) published notices and orders granting accelerated approval of the amended clawback-related listing standards proposed by the New York Stock Exchange (NYSE)...more

BCLP

SEC approves executive officer incentive compensation clawback rules

BCLP on

On October 26, 2022, the SEC – by a 3-2 vote – approved final rules directing the NYSE, Nasdaq and other stock exchanges to adopt requirements for listed companies to develop and implement clawback, or recovery, policies that...more

WilmerHale

Fifth Circuit Hears Argument on Nasdaq Board Diversity Rule

WilmerHale on

On Monday, August 29, the U.S. Court of Appeals for the Fifth Circuit heard oral argument on a challenge to the Nasdaq Board Diversity Rule (the “Rule”). The Rule requires Nasdaq-listed companies to publicly disclose Board...more

Latham & Watkins LLP

Evolving Perspectives on Direct Listings after Spotify and Slack

Latham & Watkins LLP on

In a direct listing, a company's outstanding shares are listed on a stock exchange without a primary or secondary underwritten offering. Existing security holders become free to sell shares on the stock exchange at...more

Dorsey & Whitney LLP

When Canadian Investors Must Report Investments (including those in Canada!) to the SEC

Dorsey & Whitney LLP on

On September 17, 2019, the Financial Post reported that British Columbia Investment Management Corporation (BCIMC), one of Canada’s largest pension funds, inadvertently failed to report to the U.S. Securities and Exchange...more

Latham & Watkins LLP

Coming to America – A Guide for FPIs

Latham & Watkins LLP on

In this Issue: - The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - Chapter 1: Background - Chapter 2: Unregistered Global Offerings – Regulation S, Rule 144A and...more

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