News & Analysis as of

Board of Directors Disclosure Requirements Securities Exchange Act of 1934

Cooley LLP

How to Explain Section 16 to a Newbie

Cooley LLP on

Given the hubbub over the SEC’s new EDGAR Next, I thought it would be useful to provide a FAQ explaining the rationale for Section 16 to a new director or officer who is unfamiliar with the concept....more

DLA Piper

Reminders and New Disclosure Requirements for the 2025 Proxy Season

DLA Piper on

The proxy statement has become an integral component of a public company’s preparation for its annual meeting of shareholders. The rules and regulations under the Securities and Exchange Act of 1934 (the Exchange Act),...more

ArentFox Schiff

Fifth Circuit Vacates SEC’s Approval of Nasdaq’s Diversity Rules

ArentFox Schiff on

On December 11, 2024, the US Court of Appeals for the Fifth Circuit ruled that the Securities and Exchange Commission (SEC) lacked statutory authority to approve Nasdaq’s board diversity rules. Subject to certain exceptions,...more

Seward & Kissel LLP

U.S. Court of Appeals for the Fifth Circuit Vacates SEC’s Approval of Nasdaq’s Board Diversity Rules

Seward & Kissel LLP on

On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit”) vacated the U.S. Securities and Exchange Commission’s (“SEC”) approval of The Nasdaq Stock Market LLC’s (“Nasdaq”) Board Diversity Rules....more

Snell & Wilmer

SEC Reporting Update - December 2024

Snell & Wilmer on

Insider Trading Policies. As previously discussed in our Winter 2022-2023 Corporate Communicator, the Securities and Exchange Commission (“SEC”) adopted final rules in December 2022 relating to insider trading policy...more

Davis Wright Tremaine LLP

5th Circuit Again Adopts Restrictive View of Exchange Act Purposes and SEC Regulatory Power

On December 11, 2024, the 5th Circuit issued another important opinion (for the third time this year) requiring that an administrative agency's rules fit squarely within the statutory scheme that empowers the agency to act....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

Foley Hoag LLP - Public Companies & the Law

SEC Amends Rule 10b5-1

In August 2000, the Securities and Exchange Commission (“SEC”) adopted Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which, among other things, established an affirmative defense to a...more

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