News & Analysis as of

Constitutional Challenges Securities and Exchange Commission (SEC) Corporate Governance

Allen Matkins

May Corporations Allocate Shares Based On Race, Gender, Or Ethnicity?

Allen Matkins on

Last December, Bally’s Chicago, Inc., a Delaware corporation and indirect subsidiary of Bally’s Corporation filed a registration statement with the Securities and Exchange Commission to raise funds in connection with the...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

Wilson Sonsini Goodrich & Rosati

Nasdaq Board Diversity Rules Struck Down

On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the U.S. Securities and Exchange Commission’s (SEC’s) order approving The Nasdaq Stock Market LLC’s (Nasdaq’s) board diversity listing standards....more

Cranfill Sumner LLP

Time’s Up for the SEC’s ‘Gag Rule’? Predictions on Its Potential Demise

Cranfill Sumner LLP on

Since 1972, the U.S. Securities and Exchange Commission (SEC) has enforced an informal yet impactful provision, Rule 202.5(e) (17 § C.F.R. 202.5(e)), commonly referred to as the “No Admit No Deny” or just “No Deny” policy or,...more

Morrison & Foerster LLP

Top 5 SEC Developments (November 2023)

Morrison & Foerster LLP on

Each month, we publish a roundup of the most important SEC enforcement developments for busy in-house lawyers and compliance professionals. This month, we examine: • The SEC’s announcement of its Fiscal Year 2023 enforcement...more

Skadden, Arps, Slate, Meagher & Flom LLP

Supreme Court Term May Upend Precedent, Push Back Regulation

The U.S. Supreme Court’s 2022 term opened in October with another docket that is teeming with controversial issues, ranging from affirmative action in college admissions and third-party liability for social media posts to...more

CDF Labor Law LLP

Los Angeles County Trial Court Strikes Down Another California Board Diversity Law

CDF Labor Law LLP on

Last month, on May 13, Los Angeles County Superior Court Judge Maureen Duffy-Lewis ruled that SB 826, which requires publicly held California corporations with a principal executive office in California to follow gender...more

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

California Courts Strike Down Laws Requiring More Women and Diversity on Boards

The California courts have cast doubt on the legality of laws mandating the number of women and individuals from “underrepresented communities” on the boards of directors of publicly traded corporations based in California....more

Goodwin

California Law Requiring Female Directors on Public Company Boards Held Unconstitutional

Goodwin on

Ruling Follows Similar Decision on Underrepresented Minority Directors in April 2022 - A California court has held that California Senate Bill 826, which required that “publicly held” corporations that listed a California...more

BCLP

Securities and Corporate Governance Update – July 2019

BCLP on

This newsletter discusses noteworthy updates, key regulatory decisions and upcoming compliance reminders. ...more

Allen Matkins

What Happens When Directors Elected By The Shareholders Are Not A Majority?

Allen Matkins on

Section 305(a) of the California Corporations Code empowers a board of directors to fill vacancies with two important exceptions. First, the articles of incorporation or bylaws may provide otherwise. Second, the board may...more

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