What Does The SEC Approved NASDAQ Diversity Proposal Mean For Boards?
Financing Challenges for Small Cap Companies
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
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
As public corporations adopt clawback policies for incentive payments before the December 1, 2023 deadline in adherence to the NASDAQ and NYSE listing requirements following implementation of SEC Rule 10D-1, a recent Federal...more
On June 9, 2023, the Securities and Exchange Commission (SEC) approved proposed amendments of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market LLC (Nasdaq) to their respective listing standards to implement the...more
The SEC adopted final Rule 10b5-1 changes, here. The rule changes follow piles of published research suggesting that 10b5-1 plan trades are more advantageous for insiders than they should be, statistically speaking. As a...more
In this time of market volatility, White & Case LLP partners Colin Diamond (Chair of US Public Company Advisory) and Henrik Patel (Global Head of Employment, Compensation and Benefits) address the securities law, tax and...more
As issuers prepare for the end of the 2021 calendar year and the beginning of the 2022 proxy season, many will soon begin circulating director and officer questionnaires. Nasdaq-listed issuers should consider including new...more
On August 6, the Securities and Exchange Commission (SEC) approved Nasdaq listing rules implementing new board diversity disclosure requirements that will apply to most Nasdaq-listed companies (Nasdaq Board Diversity Rules)....more
As if issuers needed a reminder that it’s always the right time to be thinking about board composition, earlier this month, the SEC approved new Nasdaq rules that will require companies listed on that exchange to collect and...more
On August 6, 2021, the US Securities and Exchange Commission (SEC) approved a Nasdaq rule change that requires its listed companies to have diverse boards or explain why they do not. Subject to certain issuer exemptions and...more
Updated – On August 6, 2021, the U.S. Securities and Exchange Commission approved Nasdaq’s Board Diversity Rules (the “Rules”). The Rules require Nasdaq-listed companies to have or explain why they do not have at least two...more
On August 6, 2021, the U.S. Securities and Exchange Commission approved new listing rules regarding board diversity and disclosure, described in our prior Client Alert. The new rules will require a Nasdaq-listed company to...more
The US Securities and Exchange Commission has approved New York Stock Exchange rule changes that will grant the exchange discretion to allow companies to raise money by selling common shares in registered direct offerings,...more
Nasdaq has filed a proposal with the U.S. Securities and Exchange Commission to adopt new listing rules regarding board diversity and disclosure. The proposed rules would require a Nasdaq-listed company to have at least two...more
On December 1, 2020, Nasdaq submitted a proposal to the SEC seeking approval of new listing requirements for board diversity. The stated goal of the proposal is to provide stakeholders with a better understanding of a...more
Regardless of size or industry, thoughtful director appointment is critical to the success of any public company. Yet following the departure of a director, many boards are left scrambling to locate and onboard a suitable...more
Seyfarth Synopsis: The Delaware Supreme Court recently reversed the dismissal of a derivative complaint for failure to plead demand excusal because it found that certain directors of Zynga Inc. were not independent due to...more
This newsletter provides a snapshot of the principal US and selected global governance and securities law developments during the second quarter of 2016 that may be of interest to Latin American corporations and financial...more
The SEC adopted a rule required by the FAST Act, here, that, we guess, confirms that an Annual Report on Form 10-K may include a summary. The SEC prescribes no rules about where a summary might appear or what it may look...more
On July 1, 2016, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC (Nasdaq) to require Nasdaq-listed companies to publicly disclose compensation or other payments made...more
2014 ANNUAL MEETING SEASON - Dear clients and friends, We present to you our traditional year-end issue of Snell & Wilmer’s Corporate Communicator to help you prepare for the upcoming annual report and proxy...more
When implementing SEC Exchange Act Rule 10C-1 regarding the independence of compensation committee members, Nasdaq adopted a prohibition on the receipt of compensatory fees by compensation committee members, which is the same...more
As we run up the September 23 effective date of rules eliminating the prohibition on general solicitations under Regulation D and wait for final SEC "process" rules, a few additional resources are below(summary of comments on...more
Under new NYSE and Nasdaq listing standards that take effect on July 1, 2013, a compensation committee may receive advice from legal counsel, as well as compensation consultants and other advisors, only after considering six...more