News & Analysis as of

En Banc Review Securities Exchange Act

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

Akin Gump Strauss Hauer & Feld LLP

Nasdaq Diversity Rule Deemed Unenforceable By 5th Circuit

On December 11, 2024, the U.S. Court of Appeals for the 5th Circuit, sitting en banc, ruled that The Nasdaq Stock Market LLC (Nasdaq) cannot enforce previously adopted listing rules requiring Nasdaq-listed companies to have...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

Vinson & Elkins LLP

Fifth Circuit Affirms SEC’s Authority Over Shareholder Proposals

Vinson & Elkins LLP on

On November 14, 2024, a panel of the U.S. Court of Appeals for the Fifth Circuit affirmed the SEC’s ability to intervene in shareholder proposals under Rule 14a-8 of the Securities Exchange Act of 1934 (“Rule 14a-8...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

Proskauer - Corporate Defense and Disputes

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

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

Proskauer - Corporate Defense and Disputes

En Banc Ninth Circuit Upholds Delaware-Forum Bylaw That Prevents Assertion of Federal Proxy Claim in Derivative Action

The en banc Court of Appeals for the Ninth Circuit affirmed the dismissal of a shareholder derivative action in light of an exclusive-forum bylaw requiring assertion of derivative claims in the Delaware Court of Chancery,...more

Mintz - Securities Litigation Viewpoints

In Khoja, the Ninth Circuit Limits Defendants’ Ability to Argue Facts in a Motion to Dismiss

In Khoja v. Orexigen Therapeutics, Inc., the Ninth Circuit clarified the “rare circumstances” when a court may review documents extraneous to the pleadings in ruling on a motion to dismiss. Given that it has become routine...more

Snell & Wilmer

Corporate Communicator - Summer 2014

Snell & Wilmer on

Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (2010) added Section 13(p) to the Securities Exchange Act of 1934, as amended (the Exchange Act), mandating that the SEC adopt regulations relating...more

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