News & Analysis as of

Corporate Governance Securities Exchange Act Nasdaq

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

DEI Under Scrutiny, Part XII: Scope of Pending Legal Challenge to Nasdaq’s Diversity Rule Narrows

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

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

Kramer Levin Naftalis & Frankel LLP

Diversity in the Boardroom: Full Fifth Circuit Plans to Rehear Challenge to the SEC Approval of Nasdaq Board Diversity Rules

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

Kelley Drye & Warren LLP

Fifth Circuit Upholds Nasdaq Board Diversity Rule in Alliance for Fair Board Recruitment, National Center for Public Policy...

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

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

Venable LLP on

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

Holland & Knight LLP

Fifth Circuit Upholds Nasdaq Board Diversity Rule

Holland & Knight LLP on

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

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

Holland & Knight LLP

SEC, Nasdaq Square Off Against Challengers to Nasdaq's Board Diversity Rule

Holland & Knight LLP on

The SEC was once again before the U.S. Court of Appeals for the Fifth Circuit on Aug. 29, 2022, this time in connection with the agency's approval of the Nasdaq Stock Market LLC's (Nasdaq) Board Diversity Rule (Rule). The...more

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Cooley LLP

Blog: Petition filed for review of SEC approval of Nasdaq board diversity rule

Cooley LLP on

It should hardly come as a surprise to anyone that the new Nasdaq board diversity rule (see this PubCo post) would be challenged in the courts. The rule was approved by the SEC on Friday, August 6. On Monday. August 9, the...more

Allen Matkins

Challenge To Nasdaq Diversity Rule Filed In Federal Court Of Appeals

Allen Matkins on

Professor Stephen Bainbridge writes that the Alliance for Fair Board Recruitment has filed a petition for review with the Fifth Circuit Court of Appeals challenging Nasdaq's board diversity rule.  Some readers may be...more

BCLP

Latest Twists in Long and Winding Road to Board Diversity Disclosure

BCLP on

The House Committee on Financial Services met virtually on April 20, 2021 to consider legislation that, among other things, would require public companies to annually disclose the voluntarily, self-identified gender, race,...more

Proskauer - Corporate Defense and Disputes

Senate Republicans Attack NASDAQ’s Board Diversity Rule

On February 12, 2021, the Republican members of the Senate Committee on Banking, Housing, and Urban Affairs wrote a letter to the Acting Chair of the SEC bashing a recently proposed rule of Nasdaq that would promote corporate...more

Foley & Lardner LLP

Beyond Bunny Hugging: ESG, Investor Expectations and Reporting Trends

Foley & Lardner LLP on

This paper attempts to provide a definition and context for the term, Environmental, Social and Governance (“ESG”), explain how and why it is used, demonstrate how investors are driving the proliferation of ESG reporting,...more

Mayer Brown Free Writings + Perspectives

Business Development Company Guide for Capital Markets

This guide covers all related information that a securities practitioner needs when working with a Business Development Company (BDC). It provides an overview of the industry and covers applicable securities laws and...more

A&O Shearman

Governance & Securities Law Focus: Asia Edition - July 2018

A&O Shearman on

In this newsletter, we provide a snapshot of the principal Asian, US, European and selected international governance and securities law developments of interest to Asian corporates and financial institutions. ...more

Dorsey & Whitney LLP

New Law Allows for Regulation A+ Offerings by Reporting Companies

Dorsey & Whitney LLP on

On May 24, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”) was signed into law. One of the purposes of the Act is to encourage capital formation by directing the Securities and Exchange...more

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