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The rules of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market (Nasdaq) require that a majority of a listed company’s board of directors (board) must be comprised of “independent directors” and that vital board...more
On December 1, 2020, Nasdaq filed a proposal with the SEC to adopt Rules 5605(f) and 5606 regarding board diversity and board composition disclosure, respectively. Nasdaq believes that these new rules, if approved by the SEC,...more
Regardless of size or industry, thoughtful director appointment is critical to the success of any public company. Yet following the departure of a director, many boards are left scrambling to locate and onboard a suitable...more
On June 12, 2019, the Securities and Exchange Commission (SEC) published a notice that Nasdaq is proposing to amend its definition of "family member" (as defined in Nasdaq Listing Rule 5605(a)(2), which sets forth the...more
Dear clients and friends, We present our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy season. This issue highlights SEC reporting and...more
On July 1, 2016, the Securities and Exchange Commission approved Nasdaq’s proposal for a “golden leash” disclosure rule (Rule 5250(b)(3)) requiring listed companies to publicly disclose benefits given by investors or other...more
In March 2016, the Nasdaq Stock Market LLC (“Nasdaq”) proposed new rules regarding disclosure of third-party compensation of directors. This third-party compensation, which may not be publicly disclosed, arises when a party...more
The SEC recently released an order approving new Nasdaq listing standard 5250(b)(3), which will require a public issuer to disclose cash and non-cash remuneration (e.g., health insurance, indemnification) that a third party...more
On July 1, 2016, the Securities and Exchange Commission approved a change to the NASDAQ Stock Market LLC’s Listing Rules that will require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements....more
Overview of SPACs and Latest Trends - A number of recent successful business combination transactions involving special-purpose acquisition companies (SPACs) led by prominent sponsors have driven a resurgence in the SPAC...more
The Dodd-Frank Act required the Securities & Exchange Commission (SEC) to adopt rules that direct national securities exchanges (such as the NYSE and NASDAQ) to require listed companies to implement and disclose their...more
In This Issue: - 2013 Annual Meeting Season - Dealing with ISS and Other Proxy Advisory Firms this Proxy Season - SEC Update - Other NYSE/NASDAQ Developments - Delaware Law Update — Delaware Court Applies...more