News & Analysis as of

LGBTQ Board of Directors

Eversheds Sutherland (US) LLP

Fifth Circuit rejects Nasdaq's board diversity rule approved by SEC

After various legal battles over the past four years, a recent en banc decision by the Fifth Circuit Court of Appeals vacated the Securities and Exchange Commission’s (SEC) approval of the Nasdaq board diversity proposal,...more

Kramer Levin Naftalis & Frankel LLP

Diversity in the Boardroom: Nasdaq’s Diversity Disclosure Rules Struck Down by En Banc Fifth Circuit Court of Appeals

In what will likely mark the final outcome, the U.S. Court of Appeals for the Fifth Circuit, sitting en banc, struck down the Nasdaq Stock Market’s diversity-disclosure framework on Dec. 11, 2024. The Nasdaq rules issue —...more

McDermott Will & Emery

Fifth Circuit Vacates SEC Order Approving Nasdaq Board Diversity Rules

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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

Bradley Arant Boult Cummings LLP

Fifth Circuit Court of Appeals Strikes Down Nasdaq Board Diversity Disclosure Rules

On December 11, 2024, the Fifth Circuit Court of Appeals held that the Securities and Exchange Commission (SEC) does not have the authority to approve Nasdaq’s board diversity disclosure rules. As a result, Nasdaq-listed...more

Dechert LLP

Fifth Circuit Strikes Down Nasdaq Diversity Disclosure Rule

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By a 9-8 majority, the Fifth Circuit Court of Appeals struck down the rule proposed by Nasdaq and approved by the SEC requiring most Nasdaq-listed companies to either maintain at least two diverse directors on the board or...more

White & Case LLP

Nasdaq Board Diversity Disclosure Rules No Longer in Effect After Overturning by Court

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On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a 9-8 vote, struck down The Nasdaq Stock Market's ("Nasdaq") board diversity rules, holding that the Securities and Exchange Commission (the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Nasdaq Board Diversity Rules Vacated by the Fifth Circuit

On December 11, 2024, in a 9-8 decision, the United States Court of Appeals for the Fifth Circuit ruled that in approving the Nasdaq Stock Market’s (Nasdaq) board diversity rules (the Rules), the Securities and Exchange...more

Perkins Coie

Nasdaq Board Diversity Rules Vacated; SEC Approval Found “Arbitrary and Capricious”

Perkins Coie on

In a 9-8 decision on December 10, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s efforts to promote diversity on public company boards. The case, Alliance for Fair Board Recruitment v. SEC, vacated...more

Bass, Berry & Sims PLC

Fifth Circuit Vacates Nasdaq Board Diversity Rules

Bass, Berry & Sims PLC on

On December 11, the Court of Appeals for the Fifth Circuit vacated Nasdaq Listing Rule 5605(f) and Nasdaq Listing Rule 5606(a) (together with Nasdaq Listing Rule IM-5900-9, the Board Diversity Rules) by a 9-8 vote. In...more

Fenwick & West LLP

Nasdaq Board Diversity Rules Struck Down by Fifth Circuit

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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

Keating Muething & Klekamp PLL

Fifth Circuit Nixes Nasdaq Board Diversity Rules

On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s board diversity rules, which were designed to increase representation of women and minorities on corporate boards. Since 2023, the...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

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

Dechert LLP

Delaware Court of Chancery Bars Stockholder from Inspecting Books and Records Related to Board’s ESG-Related Decision

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Proof that an inspection demand is improperly “lawyer-driven” will overcome a stockholder’s pretextual claim for investigating wrongdoing. A stockholder does not have a proper purpose for investigating an “ordinary...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

Miller Nash LLP

SEC Approves Nasdaq’s Revised Board Diversity Disclosure Deadlines

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On December 14, 2022, the Securities and Exchange Commission (SEC) approved a proposed rule change with regard to upcoming disclosure deadlines in Nasdaq Listing Rules 5605 and 5606. The rule change aligns the disclosure...more

Cooley LLP

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

Cooley LLP on

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

Fenwick & West LLP

California Court Finds California Board Diversity Law Unconstitutional

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On April 1, 2022, the Superior Court of California, County of Los Angeles granted the plaintiffs’ motion for summary judgment in a case challenging the legality of AB 979 under the California Constitution...more

Fenwick & West LLP

2021 Corporate Governance Practices and Trends

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Fenwick has surveyed the corporate governance practices of the companies included in the Standard & Poor’s 100 Index (S&P 100) and the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon...more

Gray Reed

SEC Approves Nasdaq Board Diversity Proposal

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On August 6, 2021, the Securities and Exchange Commission (the “SEC”) approved the board diversity rule proposed by the Nasdaq Stock Market LLC (“Nasdaq”) mentioned in our previous article (the “Board Diversity Rule”). Nasdaq...more

Dechert LLP

International Capital Markets Newsletter - Winter 2021: New Nasdaq Board Diversity Listing Rules

Dechert LLP on

On 6 August 2021, the U.S. Securities and Exchange Commission (the “SEC”) approved The Nasdaq Stock Market LLC’s (“Nasdaq”) proposal to adopt listing rules 5605(f) and 5606 related to enhancing board diversity (the “Board...more

Katten Muchin Rosenman LLP

SEC Approves NASDAQ's Board Diversity Disclosure Requirements - Capital Markets Compass | Issue 1

On August 6, the Securities and Exchange Commission (SEC) approved Nasdaq listing rules implementing new board diversity disclosure requirements that will apply to most Nasdaq-listed companies (Nasdaq Board Diversity Rules)....more

Kelley Drye & Warren LLP

What Does The SEC Approved NASDAQ Diversity Proposal Mean For Boards?

On this episode of Kelley Drye’s Legal Download, Senior Associate Courtney Kleshinski and Special Counsel Shanin Farmer will discuss NASDAQ’s Diversity Proposal, approved by the SEC in August 2021, that would establish a...more

McGuireWoods LLP

SEC Approves Nasdaq Rules on Board Diversity

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On Aug. 6, 2021, the U.S. Securities and Exchange Commission (SEC) approved Nasdaq’s new listing rules regarding board diversity and disclosure. The new rules will require most Nasdaq-listed companies to have, or explain why...more

Snell & Wilmer

SEC Approves Nasdaq’s Board Diversity Rules

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On August 6, 2021, the Securities and Exchange Commission (“SEC”) adopted the Nasdaq Stock Market LLC’s (“Nasdaq”) proposed board diversity rule. The rule is intended to encourage greater board diversity by requiring board...more

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