What Does The SEC Approved NASDAQ Diversity Proposal Mean For Boards?
Financing Challenges for Small Cap Companies
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
Last week, Nasdaq released this interesting paper that sets forth a set of recommendations to improve the capital markets. Nasdaq believes its recommendations not only come out at a critical time when policymakers have real...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
On March 12, 2025, the SEC approved a significant rule change to Nasdaq’s initial listing liquidity requirements (the New Liquidity Rules). These changes make it more challenging for companies seeking to list on the Nasdaq...more
In December of last year, Nasdaq proposed a rule change to modify the initial listing requirements related to liquidity. More specifically, Nasdaq proposed to change Listing Rules 5405 and 5505 to require that a company...more
On January 17, the US Securities and Exchange Commission (SEC) approved Nasdaq’s proposed rule changes addressing companies that fail to meet the minimum bid price requirements of $1 per share and the subsequent delisting...more
Introduction - Issuers listed on the Nasdaq Stock Market and the New York Stock Exchange (NYSE) often conduct reverse stock splits to maintain compliance with each exchange’s US$1.00 minimum share price requirement. A reverse...more
The Securities and Exchange Commission (SEC), as expected, has approved Nasdaq's recent proposal to remove the board diversity rule from its Listing Rules....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
On December 11, 2024, the US Court of Appeals for the Fifth Circuit ruled that the Securities and Exchange Commission (SEC) lacked statutory authority to approve Nasdaq’s board diversity rules. Subject to certain exceptions,...more
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit (“Fifth Circuit”) vacated the U.S. Securities and Exchange Commission’s (“SEC”) approval of The Nasdaq Stock Market LLC’s (“Nasdaq”) Board Diversity Rules....more
On October 7, 2024, the Securities and Exchange Commission (SEC) approved a rule change proposed by The Nasdaq Stock Market LLC that impacts companies utilizing reverse stock splits to regain compliance with Nasdaq’s minimum...more
In today’s regulatory landscape, dawn raids — surprise, on-the-spot government inspections — have become increasingly prevalent, especially in Europe, Asia, and South America, where regulatory scrutiny is intensifying. In the...more
On October 7, 2024, the US Securities and Exchange Commission approved Nasdaq's proposed modification to Nasdaq Listing Rule 5810(c)(3)(A), which limits the ability of a company whose shares are trading under Nasdaq’s $1.00...more
The U.S. Treasury finalized regulations (the “Regulations”), providing rules for public companies subject to the 1% excise tax on certain redemptions of their publicly traded stock (the “Stock Repurchase Excise Tax”). The...more
The SEC on January 24, 2024 adopted final rules amending the disclosure and registration requirements applicable to special purpose acquisition companies (SPACs) and shell companies that register or file reports with the SEC....more
On December 2, 2022, Nasdaq received approval from the Securities and Exchange Commission (“SEC”) to modify certain pricing limitations for companies undertaking a direct listing involving sales of the company shares in the...more
FINRA, Nasdaq, and NYSE published separate notices to alert their members about recent observations related to initial public offerings (IPOs) for certain small capitalization (small-cap) issuers listed on US stock exchanges...more
Corporate boardroom diversity has increased significantly over the last few years, and the interest in and demand for gender and racial/ethnic diversity on boards of directors remain high. Lack of corporate board diversity...more
On June 8 and 12, 2020, the Securities and Exchange Commission had published in the Federal Register for comment several rule proposals from Nasdaq Stock Market LLC (“Nasdaq”) that would apply to companies whose principal...more
As described in our client alert, “Updates to SEC Guidance on Shareholder Meetings and Filing Deadlines; NYSE and Nasdaq Provide Temporary Suspension of Continued Listing Requirements,” in response to the COVID-19 pandemic,...more
The Nasdaq Stock Market has temporarily suspended the continued listing bid price and market value of publicly held shares listing requirements for its issuers through June 30, 2020....more
On April 16, the Nasdaq Stock Market issued Nasdaq Issuer Alert 2020-2, announcing a proposal for temporary relief for companies listed on the exchange with respect to stock prices and market values that have fallen below...more
Skadden’s Executive Compensation and Benefits Group is pleased to provide you with its 2020 Compensation Committee Handbook. This edition reflects updates in applicable law and practices, including developments in director...more
Nasdaq has proposed a rule change that will require companies listing in connection with a Regulation A+ offering to have a minimum operating history of two years at the time of the approval of the initial listing...more