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Securities Exchange Act › Nasdaq

The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange... more +
The Securities Exchance Act is a United States federal statute enacted in 1934 to govern the secondary securities trading market. In addition, the Securities Exchange Act established the Securities and Exchange Commission (SEC), which is the primary regulatory agency enforcing federal securities laws. less -
Ogletree, Deakins, Nash, Smoak & Stewart,...

DEI Under Scrutiny, Part XII: Scope of Pending Legal Challenge to Nasdaq’s Diversity Rule Narrows

Ogletree, Deakins, Nash, Smoak & Stewart,... on

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

Ogletree, Deakins, Nash, Smoak & Stewart,...

DEI Under Scrutiny, Part XI: Fifth Circuit Reconsiders Nasdaq’s Board Diversity Rule

Ogletree, Deakins, Nash, Smoak & Stewart,... on

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

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

Kramer Levin Naftalis & Frankel LLP on

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

Kelley Drye & Warren LLP

Fifth Circuit Upholds Nasdaq Board Diversity Rule in Alliance for Fair Board Recruitment, National Center for Public Policy...

Kelley Drye & Warren LLP on

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

Cooley LLP

Public Companies Update – November One-Minute Reads

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Appeals court orders SEC to repair share repurchase rules - Our May 2023 One-Minute Reads discussed the Securities and Exchange Commission’s adoption of final rules regarding share repurchase disclosures. In response, the...more

WilmerHale

“Computed Without Regard to Taxes Paid”: The Individual Tax Consequences of Compensation Clawbacks

WilmerHale on

Compensation clawbacks can raise difficult, and often adverse, tax issues for employees and other service providers. Specifically, for clawbacks that are effected on a gross (pretax) basis, questions arise as to how the...more

Venable LLP

December 1 Deadline Nears for Adoption of Clawback Policies

Venable LLP on

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

Vinson & Elkins LLP

Fifth Circuit Upholds Nasdaq Board Diversity Rule

Vinson & Elkins LLP on

On October 25, a panel of the Fifth Circuit Court of Appeals (the “Fifth Circuit”) upheld the Nasdaq board diversity rule in the face of challenges that (among other things) the rule attempted to improperly and...more

Holland & Knight LLP

Fifth Circuit Upholds Nasdaq Board Diversity Rule

Holland & Knight LLP on

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

Proskauer - Corporate Defense and Disputes

Fifth Circuit Court of Appeals Rejects Challenge to Nasdaq’s Board-Diversity Rules

Proskauer - Corporate Defense and Disputes on

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

Husch Blackwell LLP

Preparing for December 1 Compliance with NYSE and Nasdaq Clawback Policy Listing Standards

Husch Blackwell LLP on

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

Wilson Sonsini Goodrich & Rosati

SEC Approves NYSE and Nasdaq Clawback-Related Listing Standards

Wilson Sonsini Goodrich & Rosati on

On June 9, 2023, the U.S. Securities and Exchange Commission (SEC) published notices and orders granting accelerated approval of the amended clawback-related listing standards proposed by the New York Stock Exchange (NYSE)...more

Morgan Lewis - ML Benefits

SEC Indicates Early August 2023 May Be Deadline for Adoption of Dodd-Frank–Compliant Clawback Policies

Morgan Lewis - ML Benefits on

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank), new rules directing national securities exchanges, including the New York Stock Exchange (NYSE) and Nasdaq Stock Market (Nasdaq),...more

BCLP

Clawback policies: you do have a few options

BCLP on

New NYSE and Nasdaq Rule Deadline - As discussed in our February 27, 2023 post, the NYSE and Nasdaq previously issued their proposed listing rules (the “Proposed Listing Rules”) mandating that most companies with listed...more

BakerHostetler

Nasdaq and NYSE Propose Rules Regarding Recovery of Incentive-Based Executive Compensation Awarded in Error

BakerHostetler on

The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the SEC to direct national securities exchanges to prohibit the listing of issuers that do not develop and implement a policy for the recoupment...more

Perkins Coie

Market Turmoil Caused by “Run on the Banks” Leads to Trading Halts

Perkins Coie on

On March 10, 2023, volatility resulting from concerns regarding runs on certain banks triggered trading halts in those banks’ stocks on the New York Stock Exchange (NYSE) and Nasdaq. March 13, 2023, saw additional trading...more

Seward & Kissel LLP

SEC Updates for the Upcoming 2022 Annual Reports on Form 10-K and Form 20-F

Seward & Kissel LLP on

The U.S. Securities and Exchange Commission (the “SEC”) has adopted amendments and updated disclosure requirements that are to be included in a reporting company’s annual report on Form 10-K or 20-F. The SEC has also proposed...more

Foley & Lardner LLP

SEC Adopts Final Rules Mandating Compensation Clawback Policies

Foley & Lardner LLP on

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules implementing Section 954 of the Dodd-Frank Act by directing national securities exchanges and associations, such as the New York Stock...more

BCLP

SEC approves executive officer incentive compensation clawback rules

BCLP on

On October 26, 2022, the SEC – by a 3-2 vote – approved final rules directing the NYSE, Nasdaq and other stock exchanges to adopt requirements for listed companies to develop and implement clawback, or recovery, policies that...more

WilmerHale

Fifth Circuit Hears Argument on Nasdaq Board Diversity Rule

WilmerHale on

On Monday, August 29, the U.S. Court of Appeals for the Fifth Circuit heard oral argument on a challenge to the Nasdaq Board Diversity Rule (the “Rule”). The Rule requires Nasdaq-listed companies to publicly disclose Board...more

Holland & Knight LLP

SEC, Nasdaq Square Off Against Challengers to Nasdaq's Board Diversity Rule

Holland & Knight LLP on

The SEC was once again before the U.S. Court of Appeals for the Fifth Circuit on Aug. 29, 2022, this time in connection with the agency's approval of the Nasdaq Stock Market LLC's (Nasdaq) Board Diversity Rule (Rule). The...more

Foley & Lardner LLP

Tuning Up Stock Option Grant Practices

Foley & Lardner LLP on

Stock option grant practices have been the subject of recent guidance from the Securities and Exchange Commission (SEC), and continue to be scrutinized by various parties for compliance with the tax requirements of the...more

Bass, Berry & Sims PLC

SEC Staff Comments on Director Serving as Corporate Secretary

Bass, Berry & Sims PLC on

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

Latham & Watkins LLP

The Latham FPI Guide: Accessing the US Capital Markets From Outside the United States - 2021 Edition

Latham & Watkins LLP on

Fabry-Pérot Interferometer, SA is a highly successful non-US company known to the world as FPI. FPI is considering doing a debt or equity offering in the United States. What are the key legal issues it, and its underwriters...more

Cooley LLP

Blog: Petition filed for review of SEC approval of Nasdaq board diversity rule

Cooley LLP on

It should hardly come as a surprise to anyone that the new Nasdaq board diversity rule (see this PubCo post) would be challenged in the courts. The rule was approved by the SEC on Friday, August 6. On Monday. August 9, the...more

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