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Diversity Nasdaq Corporate Governance

KPMG Board Leadership Center (BLC)

Directors Quarterly: October 2024

This edition includes a financial reporting and auditing update for audit committees, highlights from the KPMG 2024 US CEO Outlook, view on the post-election geoeconomic forecast, CEO succession planning, and the latest in...more

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

Cooley LLP

What does the Nasdaq board diversity data tell us?

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As you know, the Nasdaq board diversity disclosure requirements might be in jeopardy at the moment, as we await the decision of the en banc Fifth Circuit following oral argument in Alliance for Fair Board Recruitment and...more

Cooley LLP

Dubious en banc Fifth Circuit hears oral argument on Nasdaq board diversity rules

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In August 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure, accompanied by a proposal to provide free access to a board recruiting service. The new listing rules adopted...more

Butler Snow LLP

Fifth Circuit Scrutinizes Corporate Diversity Initiatives

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After the U.S. Supreme Court held that Harvard University engaged in unlawful racial discrimination against Asian Americans in its efforts to achieve student body diversity, businesses have rightly sought legal guidance on...more

Holland & Knight LLP

Fifth Circuit Will Reconsider Challenges to Nasdaq Board Diversity Rule

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The U.S. Court of Appeals for the Fifth Circuit agreed recently to revisit a challenge to Nasdaq's board diversity rule. As we previously reported, a three-judge panel of the Fifth Circuit upheld the rule in October 2023....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

Cooley LLP

Fifth Circuit grants petition for rehearing en banc for Nasdaq board diversity rule

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In August 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure, accompanied by a proposal to provide free access to a board recruiting service. The new listing rules adopted...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

Steptoe & Johnson PLLC

Fifth Circuit Upholds Nasdaq’s Rules on Board Diversity

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In Alliance for Fair Board Recruitment v. SEC, a panel of three 5th U.S. Circuit Court of Appeals judges upheld Nasdaq’s rules on board diversity. The rules require each Nasdaq-listed company to disclose information on the...more

Kramer Levin Naftalis & Frankel LLP

Diversity in the Boardroom: Fifth Circuit Rejects Challenge to the SEC Nasdaq Board Diversity Rules; En Banc Petition Quickly...

The U.S. Court of Appeals for the Fifth Circuit (Court) recently rejected challenges to Nasdaq’s “Board Diversity” framework. Those rules require Nasdaq-listed companies to report that they have, or explain why they do not...more

Wilson Sonsini Goodrich & Rosati

Sustainability and ESG Advisory Practice Update, October 2023

We are pleased to share the October 2023 issue of Wilson Sonsini's Sustainability and ESG Advisory Practice Update. Each issue combines news, key legal developments, and resources related to sustainability and environmental,...more

Cooley LLP

It’s not over till it’s over: Petition filed for rehearing en banc on Nasdaq board diversity rule

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As discussed in this PubCo post, on October 18, a three-judge panel of the Fifth Circuit denied the petitions filed by the Alliance for Fair Board Recruitment and the National Center for Public Policy Research challenging the...more

Holland & Knight LLP

Fifth Circuit Upholds Nasdaq Board Diversity Rule

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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

Cooley LLP

Fifth Circuit denies petition challenging Nasdaq’s board diversity rule

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On Friday, August 6, 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure, accompanied by a proposal to provide free access to a board recruiting service. The new listing...more

Snell & Wilmer

Board Diversity Initiatives Falter in the Courts but Investor Interest Is Likely to Remain Strong

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Last year, Superior Courts in Los Angeles County invalidated two California statutes requiring specific diversity mandates for California public company boards (Senate Bill 826 “SB 826” and Assembly Bill 979 “AB 979”). The...more

Fenwick & West LLP

Diversifying the Boardroom: What Silicon Valley-Based and Other Large Public Companies Disclosed in 2022

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The intense focus on board diversity from a variety of stakeholders over the last several years has spurred many companies to examine the composition of their boards and to take action to diversify their boardrooms. While the...more

Skadden, Arps, Slate, Meagher & Flom LLP

2023 Annual Meeting Filing and Disclosure Requirements

SEC Proxy Filing Requirements - File proxy card, Notice of Internet Availability and other soliciting materials with the SEC. In addition to filing the proxy statement, companies should confirm that the proxy card, the...more

Wilson Sonsini Goodrich & Rosati

Considerations in Complying with Nasdaq Rule 5606

In August 2021, the U.S. Securities and Exchange Commission (SEC) approved new board diversity listing standards for companies listed on The Nasdaq Stock Market LLC (Nasdaq). As part of these new listing standards, Nasdaq...more

McDermott Will & Emery

Nasdaq Changes Compliance Deadlines for Board Diversity Rules

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On August 6, 2021, the US Securities and Exchange Commission (SEC) approved the listing rules proposed by The Nasdaq Stock Market LLC (Nasdaq) to advance board diversity and enhance the transparency of diversity statistics...more

Cooley LLP

Nasdaq simplifies “confusing” timing requirements for board diversity rules

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A new rule change designed to simplify the rules regarding the timing of compliance with the Nasdaq board diversity listing rules has been filed by Nasdaq and declared immediately effective. As you probably remember, on...more

Kramer Levin Naftalis & Frankel LLP

Diversity in the Boardroom: A Periodic Litigation and Governance Update

Efforts to increase diversity at the top of public companies remain at the forefront of corporate consciousness and governance. As we have previously reported , stakeholder interest in diversified leadership has led to a...more

Cooley LLP

Fifth Circuit hears oral argument on challenge to Nasdaq board diversity rules—will the rules survive?

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On Friday, August 6, 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure, accompanied by a proposal to provide free access to a board recruiting service. The new listing...more

BCLP

Reminder: Initial Board Diversity Matrix Now Required for Nasdaq Companies

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All Nasdaq-listed companies must now disclose a board diversity matrix by the later of (1) August 8, 2022, or (2) the date the company files its proxy statement for the 2022 annual meeting of shareholders (or, if companies do...more

White & Case LLP

Reminder: Nasdaq Board Matrix Disclosure Deadline is August 8th

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Under Nasdaq's new Rule 5606, the board diversity disclosure rule, the deadline for most Nasdaq-listed companies to publicly disclose diversity statistics regarding their board of directors using a Board Diversity Matrix is...more

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