Nasdaq Securities & Exchange Commission

News & Analysis as of

Third Time’s a Charm: NASDAQ Amends Proposed Rule Requiring Disclosure of “Golden Leash” Arrangements

As we previously reported here, on January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would have required NASDAQ-listed companies to publicly disclose so-called “golden...more

In Case You Missed It: Launch Links - May 2016 #3

Some interesting links we found across the web this week: - Don’t Expect New Crowdfunding Rules to Create a Startup Boom - Equity crowdfunding went live this week under the SEC’s recent rulemaking, but many...more

McDermott’s Public Company & Capital Markets Quarterly: New Rules Impacting Disclosure, Governance and Capital Raising Efforts

During the first quarter of 2016, the Securities and Exchange Commission (SEC) and U.S. stock exchanges issued proposed and final rules that will likely impact disclosure and capital raising efforts. This report provides a...more

International Reporting Tightens at NYSE as Competition from Europe Heats Up

Two recent events highlight the ever-shifting dynamic between U.S. and international capital markets. The first, a technical NYSE rule affecting the reporting obligations of foreign private issuers, was subtle. The second,...more

NASDAQ Resubmits Proposed Rule on Golden Leash Arrangements

On March 15, 2016, the NASDAQ Stock Market LLC resubmitted its proposed rule requiring NASDAQ-listed companies to publicly disclose third-party compensation arrangements for board members and board nominees, commonly referred...more

Blog: Nasdaq Resubmits Proposal For Disclosure Of “Golden Leash” Arrangements

On March 15, Nasdaq resubmitted its “golden leash” disclosure proposal to the SEC. As discussed in this Pubco post, the proposal, which originally was rejected on technical grounds, relates to third-party compensation of...more

NASDAQ Resubmits Proposed Rule Requiring Disclosure of "Golden Leash" Arrangements

As we previously reported, on January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would have required NASDAQ-listed companies to publicly disclose so-called “golden...more

Orrick Technology IPO Insights Newsletter Q4 2015

After two robust years for IPOs, 2015 was a disappointment for tech IPOs. In fact, proceeds raised by IPOs across all industries have been estimated to be in the range of $30 billion, which is a six-year low. More alarming...more

Blog: Nasdaq Proposes “Golden Leash” Disclosure, But Will It Prohibit The Practice?

At the end of January, Nasdaq filed with the SEC a rule proposal related to third-party compensation of directors in connection with their candidacy for and/or service on company boards, often referred to as “golden leash”...more

Blog: SEC’s Investor Advocate Echoes Concerns Of SEC’s Investor Advisory Committee On Nasdaq Solicitation Of Comments

The SEC’s Investor Advocate has issued a letter to Nasdaq concerning Nasdaq’s Solicitation of Comments regarding certain Nasdaq shareholder approval rules. The comments largely echo the comments of the SEC’s Investor Advisory...more

SEC Approves Nasdaq Rule Change to Permit Issuers to Regain Compliance Before Delisting for Failure to Hold Annual Meeting

The SEC has approved a Nasdaq rule change to permit Nasdaq to exercise discretion to grant an extension to regain compliance before delisting a company that fails to hold an annual meeting. In determining whether to grant a...more

NASDAQ Proposes Rule Requiring Disclosure of “Golden Leash” Arrangements

On January 28, 2016, the NASDAQ Stock Market LLC proposed a change to its Listing Rules that, if implemented, would require NASDAQ-listed companies to publicly disclose so-called “golden leash” arrangements. “Golden leash”...more

Blog: SEC’s Investor Advisory Committee Takes On Nasdaq

At the January meeting of the SEC’s Investor Advisory Committee, two Nasdaq representatives made a presentation regarding the recent Solicitation of Comments by the Nasdaq Listing and Hearing Review Council, a standing...more

Blog: Nasdaq Survey Of Corporate Interaction With Proxy Advisory Firms

Nasdaq and the U.S. Chamber of Commerce conducted a survey of public companies to gain insight into companies’ interactions with ISS and Glass Lewis, the two primary proxy advisory firms, with regard to the 2015 proxy season....more

Investor Advisory Committee Meeting

The SEC announced that the next meeting of the Investor Advisory Committee will be held on January 21, 2016. Among other things, the Committee will discuss the Financial Accounting Standards Board proposed amendments to the...more

Corporate Communicator - Winter 2016: 2016 Annual Meeting Season

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

Nasdaq Seeks to Permit Issuers to Regain Compliance Before Delisting for Failure to Hold Annual Meeting

Nasdaq has filed a rule proposal with the SEC to permit it to exercise discretion to grant an extension to regain compliance before delisting a company that fails to hold an annual meeting. In determining whether to grant a...more

Defrauded Defendant Defenseless Against Investors: Ninth Circuit Imputes Scienter of Embezzling CEO to Corporation for 10b-5...

Malfeasance by a corporate insider against his company has the potential to leave a gaping wound. Facing a securities lawsuit due to that malfeasance is like salt in that wound. Corporations targeted with such lawsuits have...more

Inside M&A - October 2015

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

Governance & Securities Law Focus: Asia Edition, October 2015

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

NYSE Amends Rules for Release of Material News

Changes to Notification Requirements - Notifications During Pre-Market Hours. Currently, Rule 202.06 requires listed companies to notify the NYSE at least 10 minutes before they release material news “shortly before the...more

The NASDAQ Stock Market LLC; Notice of Filing of Proposed Rule Change To Adopt a Kill Switch for NOM

On August 20, NASDAQ filed a proposed rule change with the Securities and Exchange Commission, which seeks to amend Chapter VI, Section 6, entitled “Acceptance of Quotes and Orders,” of the rules governing the NASDAQ Options...more

Dodd-Frank and Executive Compensation — Where Are We Now?

The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) became federal law on July 21, 2010 to provide safeguards for consumers and increase transparency in the U.S. capital markets in response to public...more

Corporate and Financial Weekly Digest - Volume X, Issue 33

SEC/CORPORATE - SEC Decreases Registration Statement Filing Fees for Fiscal Year 2016 - On August 27, the Securities and Exchange Commission announced that, effective October 1, the fees that public companies and...more

Glossary of Important Securities Regulation Terms and Definitions

This Glossary is designed to provide law students taking Securities Regulation with a tool that will assist them in learning the basic language of securities law and achieve a working knowledge of the fundamental principles...more

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