What Does The SEC Approved NASDAQ Diversity Proposal Mean For Boards?
Financing Challenges for Small Cap Companies
The SEC recently approved Nasdaq’s proposed changes to the initial listing requirements related to liquidity. Nasdaq proposed to change Listing Rules 5405 and 5505 to...more
On April 4, the Texas Stock Exchange's (TXSE) Form 1 application for registration as a national securities exchange was publicly released by the U.S. Securities and Exchange Commission (SEC). The application contains a wealth...more
In December 2024, the Nasdaq Stock Market LLC submitted a proposal to the US Securities and Exchange Commission (SEC) to modify its requirements for calculating the minimum Market Value of Unrestricted Publicly Held Shares in...more
As we previously posted, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules last month, after which Nasdaq indicated that it did not intend to seek further...more
Last week, Nasdaq filed a proposed rules change with the Securities and Exchange Commission to remove the board diversity rule from Nasdaq's Listing Rules....more
Last November, Nasdaq proposed a rule change that would lengthen the notification period for companies conducting reverse stock splits from five business days to 10 calendar days. The rule change became effective immediately...more
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
Nasdaq Adopts Rules Modifying Delisting Process for Securities Failing to Maintain Compliance with Minimum Bid Price Requirement - As we previously reported, in August of 2024 the Nasdaq Stock Market LLC (“Nasdaq”)...more
As the summer heat fades and leaves begin to fall, so, too, does the Securities and Exchange Commission’s regulatory momentum—at least for now. With the presidential election on the horizon, the fate of several key rulemaking...more
On August 6, 2024, Nasdaq filed a rule proposal that, if adopted, will impact the ability of companies to continue trading or, potentially, stay listed in the event of a continued inability to maintain a $1.00 closing price...more
On August 6, 2024, the Nasdaq Stock Market LLC (“Nasdaq”) submitted proposed rule changes to the U.S. Securities and Exchange Commission (“SEC”). If adopted, the revised rules would modify the Nasdaq delisting process in...more
Nasdaq has proposed amendments to its listing standards that would accelerate the delisting process for certain companies that fail to satisfy its minimum bid price requirement. These proposals are ostensibly in response to...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains news on...more
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
Dodd-Frank clawback policies require covered companies to promptly recover any “erroneously award compensation” received by certain current or former “executive officers.” “Erroneously awarded compensation” refers to...more
Republican attorneys general (AGs) from 19 states, led by Utah AG Sean D. Reyes, filed an amicus brief urging the Fifth Circuit to rehear a case after a panel of judges declined to entertain a lawsuit challenging diversity...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
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
New NYSE and Nasdaq Rule Deadline - As discussed in our February 27, 2023 post, the NYSE and Nasdaq previously issued their proposed listing rules (the “Proposed Listing Rules”) mandating that most companies with listed...more
The Dodd-Frank Act of 2010 added Section 10D to the Exchange Act, which requires the SEC to direct national securities exchanges to prohibit the listing of issuers that do not develop and implement a policy for the recoupment...more
It was just November last year when the SEC finally adopted rules to implement Section 954 of Dodd-Frank, the clawback provision. (Remember that Dodd-Frank dates to 2010 and the clawback rules were initially proposed by the...more
What happened - On February 22, both the NYSE and Nasdaq posted their proposals for new listing rules in response to the SEC’s final clawback rules. The proposals would establish the following compliance schedule...more
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
On August 6, 2021, the US Securities and Exchange Commission (SEC) approved the listing rules proposed by The Nasdaq Stock Market LLC (Nasdaq) to advance board diversity and enhance the transparency of diversity statistics...more
US de-SPAC M&A deal value has contracted significantly during the first half of 2022, sliding from US$231.31 billion during the buoyant H1 2021 period to just US$26.29 billion for H1 2022. A wider M&A slowdown as a result of...more