What Does The SEC Approved NASDAQ Diversity Proposal Mean For Boards?
Financing Challenges for Small Cap Companies
Throughout 2024, Nasdaq has been revising the procedures for companies dealing with low stock prices, with a focus on cutting down on what they deem to be cheap, risky stocks trading on their exchange. Here is what you need...more
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
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
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
NEW CLIMATE-DISCLOSURE RULES SUBJECT TO HEAT OF LEGAL CHALLENGES - While your winter blues are hopefully melting away, recent rule making from the Securities and Exchange Commission is feeling the heat of several lawsuits....more
In the March edition of our Public Company Watch, we cover key issues impacting public companies, including the new climate disclosure rules, SEC scrutiny on beneficial ownership filings, West Palm Beach Firefighters’ Pension...more
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
Well – this took four months. The U.S. Court of Appeals for the Fifth Circuit ordered en banc rehearing of an unsuccessful challenge to the Securities and Exchange Commission’s approval of the Nasdaq Stock Market’s rules...more
It’s Annual Reporting season again for most public companies. The Securities and Exchange Commission (SEC) has released numerous new disclosure obligations for the upcoming filing period. Companies should take the time to...more
In this Client Alert, we highlight key considerations public companies should keep in mind when preparing their upcoming annual reports on Form 10-K and proxy statements, including rule changes, recent guidance and reporting...more
On 20 December 2023, the UK Financial Conduct Authority (the “FCA”) published a further consultation paper (CP23/31) (the “December Consultation Paper”) for reforming the UK listing regime....more
As the calendar year flips over to 2024, we want to remind registrants about several new rules that will impact disclosure for the 2023 Form 10-K and 2024 proxy season, update the status of some pending Securities and...more
As we head into year-end, annual reporting season for FPIs is just around the corner. FPIs are required to file an annual report on Form 20-F with the SEC within four months after the end of their fiscal year (or until April...more
Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more
Companies listed on the New York Stock Exchange (NYSE) and Nasdaq have until Dec. 1, 2023, to adopt clawback policies that comply with the listing standards mandated by the Securities and Exchange Commission (SEC) in Rule...more
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
The Fifth Circuit has rejected the challenge to Nasdaq’s “show and tell” diversity rule that requires Nasdaq companies to publicly disclose the makeup of their boards. In Alliance for Fair Board Recruitment, National Center...more
The U.S. Court of Appeals for the Fifth Circuit denied review of the Securities and Exchange Commission’s approval of proposed rules promulgated by the Nasdaq Stock Market concerning the diversity of directors on...more
As we previously noted, the Securities and Exchange Commission (SEC) adopted long-delayed rules on October 26, 2022, which will require companies to implement mandatory "clawback" policies with respect to incentive-based...more
Recent weeks and months have seen regular coverage on the growing trend of large UK based companies exploring listings on US stock exchanges such as New York Stock Exchange (NYSE) and Nasdaq at the expense of the London Stock...more
With the Labor Day holiday now in the rear view mirror, we wanted to remind companies whose shares are listed on the NYSE/Nasdaq stock exchanges that the deadline for implementing a so-called “Clawback Policy” is fast...more
In the August edition of our Public Company Watch, we cover key issues impacting public companies, including the SEC’s enhanced disclosure requirements regarding cybersecurity risk management, strategy, governance and...more
Welcome to Vinson & Elkins’ Securities and ESG Updates. Our aim is to provide insights into notable developments in securities reporting and the environmental, social and governance space over the quarter and, where...more
SEC Enhancement of Share Repurchase Disclosure Requirements - On May 3, 2023, the Securities and Exchange Commission (the “SEC”) announced its adoption of amendments to the provisions of Item 703 of Regulation S-K (“Item...more
On June 9, 2023, the Securities and Exchange Commission (SEC) approved the executive compensation clawback listing standards and relevant amendments proposed by the New York Stock Exchange (NYSE) and the Nasdaq Stock Market...more