News & Analysis as of

Diversity and Inclusion Standards (D&I) Securities Exchange Act

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

Fifth Circuit Nullifies Nasdaq’s Diversity Rule for Corporate Boards

A federal circuit court recently vacated a U.S. Securities and Exchange Commission (SEC) order approving Nasdaq’s diversity rule for boards of directors of public companies....more

Venable LLP

Fifth Circuit Vacates Nasdaq's Board Diversity Rules: Key Implications for the 2025 Proxy Season

Venable LLP on

On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit, in a 9-8 en banc decision, vacated the approval of Nasdaq's board diversity rules by the Securities and Exchange Commission (SEC). The court held that the...more

A&O Shearman

Fifth Circuit Vacates SEC Order Approving Nasdaq’s Board Diversity Proposal

A&O Shearman on

On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a 9-8 en banc decision, vacated NASDAQ’s Board Diversity Rules (the “Rules”) in Alliance for Fair Board Recruitment v. SEC, finding that the...more

Wiley Rein LLP

Fifth Circuit Overturns SEC Approval of Nasdaq’s Board Diversity Rules

Wiley Rein LLP on

On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a lengthy opinion, vacated the U.S. Securities and Exchange Commission’s (SEC) approval of Nasdaq’s board diversity rules in Alliance for Fair...more

McDermott Will & Emery

Fifth Circuit Vacates SEC Order Approving Nasdaq Board Diversity Rules

McDermott Will & Emery on

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

Paul Hastings LLP

Public Company Update: Fifth Circuit Vacated Nasdaq Board Diversity Rules

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On December 11, 2024, the Court of Appeals for the Fifth Circuit issued a decision in Alliance for Fair Board Recruitment v. SEC vacating the SEC’s approval of Nasdaq’s board diversity rules. The rules required tabular...more

Goodwin

Nasdaq Board Diversity Rules Vacated by En Banc Fifth Circuit Decision

Goodwin on

In an en banc decision filed on December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) vacated the 2021 approval by the U.S. Securities and Exchange Commission (SEC) of rules adopted by The Nasdaq...more

Fenwick & West LLP

Nasdaq Board Diversity Rules Struck Down by Fifth Circuit

Fenwick & West LLP on

In August 2021, the SEC approved new board diversity rules requiring Nasdaq-listed companies (i) to include a board diversity matrix in their proxy statement or on their website and (ii) to disclose whether they have one...more

Vinson & Elkins LLP

Fifth Circuit Strikes Down Nasdaq Board Diversity Rules

Vinson & Elkins LLP on

On December 11, 2024, in a 9-8 ruling along party lines, the U.S. Court of Appeals for the Fifth Circuit (the “Fifth Circuit”) struck down the Nasdaq board diversity rules issued by the U.S. Securities and Exchange Commission...more

BCLP

Nasdaq Concedes Invalidation of Board Diversity Rule by Divided Fifth Circuit en Banc

BCLP on

On December 11, in a 9-8 ruling, the Fifth Circuit invalidated the SEC’s approval of the Nasdaq board diversity rule in Alliance for Fair Board Recruitment v. SEC. Invoking the “major questions” doctrine, the court ruled the...more

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

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

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

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

Holland & Knight LLP

Fifth Circuit Upholds Nasdaq Board Diversity Rule

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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

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

Kramer Levin Naftalis & Frankel LLP

Ninth Circuit Agrees To Rehear Derivative Suit Previously Dismissed Based on Forum Selection Bylaw

The Ninth Circuit Court of Appeals recently agreed to rehear en banc the dismissal—based on a Delaware exclusive forum selection bylaw provision—of a shareholder derivative suit asserting violations of Section 14(a) of the...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

Allen Matkins

Challenge To Nasdaq Diversity Rule Filed In Federal Court Of Appeals

Allen Matkins on

Professor Stephen Bainbridge writes that the Alliance for Fair Board Recruitment has filed a petition for review with the Fifth Circuit Court of Appeals challenging Nasdaq's board diversity rule.  Some readers may be...more

Womble Bond Dickinson

Dollars and Sense: How to Integrate ESG into Compensation Programs

Womble Bond Dickinson on

On June 16, 2021, the U.S. House of Representatives passed H.R. 1187 (the “Corporate Governance Improvement and Investor Protection Act”), which would require the Securities and Exchange Commission (“SEC”) to establish rules...more

BCLP

Latest Twists in Long and Winding Road to Board Diversity Disclosure

BCLP on

The House Committee on Financial Services met virtually on April 20, 2021 to consider legislation that, among other things, would require public companies to annually disclose the voluntarily, self-identified gender, race,...more

Proskauer - Corporate Defense and Disputes

Senate Republicans Attack NASDAQ’s Board Diversity Rule

On February 12, 2021, the Republican members of the Senate Committee on Banking, Housing, and Urban Affairs wrote a letter to the Acting Chair of the SEC bashing a recently proposed rule of Nasdaq that would promote corporate...more

Jones Day

Shareholder Derivative Litigation Concerning Diversity in Corporate Leadership Is an Emerging Trend

Jones Day on

The Situation: A number of shareholder derivative lawsuits in federal court have been filed seeking to hold directors and officers of major companies accountable for alleged failures to uphold their commitment to diversity....more

Goodwin

Federal Agencies Issue Final Policy Statement Regarding Standards for Assessing Diversity Policies and Practices

Goodwin on

On June 9, 2015, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the National Credit Union Administration, the Bureau of Consumer...more

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