What Does The SEC Approved NASDAQ Diversity Proposal Mean For Boards?
Financing Challenges for Small Cap Companies
ISS issues statement regarding consideration of diversity factors in US director election assessments - Institutional Shareholder Services (ISS) announced that due to the recent increased attention on diversity, equity and...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more
Companies with forthcoming annual report and proxy statement filings should consult with counsel regarding recent regulatory and legal developments related to diversity, equity and inclusion (“DEI”) initiatives and the...more
Companies should not minimize the extent of a material cybersecurity incident by omitting material facts regarding the scope and potential impact of the incident. Cybersecurity risk factor disclosures should be tailored to a...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
The following new disclosure will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more
In the latest episode of the Mintz on Air: Predictions and Practical Policies Podcast, ESG Co-chair Jen Rubin hosts an in-depth discussion about mandatory diversity metrics and their relevance following the Fifth Circuit’s...more
After various legal battles over the past four years, a recent en banc decision by the Fifth Circuit Court of Appeals vacated the Securities and Exchange Commission’s (SEC) approval of the Nasdaq board diversity proposal,...more
As we bid farewell to 2024, we welcome not only another year but also several new disclosure requirements. In this Snapshot, we summarize several developments and best practices for public companies to consider as the 2024...more
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
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
On December 11, 2024, the Fifth Circuit Court of Appeals held that the Securities and Exchange Commission (SEC) does not have the authority to approve Nasdaq’s board diversity disclosure rules. As a result, Nasdaq-listed...more
On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a 9-8 vote, struck down The Nasdaq Stock Market's ("Nasdaq") board diversity rules, holding that the Securities and Exchange Commission (the...more
On December 11, 2024, in a 9-8 decision, the United States Court of Appeals for the Fifth Circuit ruled that in approving the Nasdaq Stock Market’s (Nasdaq) board diversity rules (the Rules), the Securities and Exchange...more
On December 11, the Court of Appeals for the Fifth Circuit vacated Nasdaq Listing Rule 5605(f) and Nasdaq Listing Rule 5606(a) (together with Nasdaq Listing Rule IM-5900-9, the Board Diversity Rules) by a 9-8 vote. In...more
On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s approval of Nasdaq’s board diversity disclosure rules. These rules were approved by the SEC on August 6, 2021 and required listed...more
Morris, Manning & Martin, LLP’s Securities & Corporate Governance Quarterly Newsletter is designed to update public and private company clients on recent developments in federal securities laws and corporate governance...more
This edition includes a financial reporting and auditing update for audit committees, highlights from the KPMG 2024 US CEO Outlook, view on the post-election geoeconomic forecast, CEO succession planning, and the latest in...more
Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains news on...more
While your winter blues are hopefully melting away, recent rule making from the Securities and Exchange Commission is feeling the heat of several lawsuits. In this Snapshot, we review the legal challenges facing the SEC’s...more
The Corporate Transparency Act mandates certain reporting requirements for beneficial ownership information for certain companies, with the goal of preventing the illicit use of anonymous shell companies for financial crimes....more
Clawback Rules. As previously discussed in last Winter’s Corporate Communicator, the Securities and Exchange Commission (“SEC") adopted final rules in October 2022 directing the NYSE and Nasdaq to adopt listing standards that...more
A number of significant regulatory, legal, market, and ESG-related developments and issues will affect how public companies approach the upcoming year-end reporting process. As in past years, Mintz has prepared an in-depth...more
In the November edition of our Public Company Watch, we cover key issues impacting public companies, including how to prepare for the 2024 10-K season; the SEC announcing a new intake system for Rule 14a-8 submissions; the...more
Welcome to the first edition of Saul Ewing’s Public Companies Quarterly Update series. Our intent is to, on a quarterly basis, highlight important legal developments of which we think public companies should be aware. This...more