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Cooley LLP

Public Companies Update – February 2025 One-Minute Reads

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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

Fenwick & West LLP

Securities Law Update - February 2025

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Welcome to the latest edition of Fenwick’s Securities Law Update. This issue contains updates and important reminders on...more

Vinson & Elkins LLP

DEI in Flux During Annual Reporting and Proxy Filing Season

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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

Ropes & Gray LLP

Capital Markets & Governance Insights - January 2025

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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

Fenwick & West LLP

Nasdaq Proposes Eliminating Board Diversity Disclosure Rule

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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

Fenwick & West LLP

2025 Reporting Season: Upcoming Disclosure Requirements for Your Form 10-K and Proxy Statement

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The following new disclosure will be required in companies’ upcoming Forms 10-K (FY 2024) and/or proxy statements...more

Mintz

[Podcast] Mintz on Air: Predictions and Practical Policies- Mandatory Metrics for NASDAQ Listed Companies

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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

Eversheds Sutherland (US) LLP

Fifth Circuit rejects Nasdaq's board diversity rule approved by SEC

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

Skadden, Arps, Slate, Meagher & Flom LLP

ESG: A Review of 2024 and Key Trends To Look for in 2025

In this article, we reflect on key trends in ESG over the second half of 2024 and look ahead at trends that may emerge in 2025. We analyze developments in the latter half of 2024, which were similar to those highlighted in...more

Keating Muething & Klekamp PLL

Securities Snapshot: 4th Quarter 2024 - 2025 Reporting Season – Key Considerations

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

A&O Shearman

Fifth Circuit Vacates SEC Order Approving Nasdaq’s Board Diversity Proposal

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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

Davis Wright Tremaine LLP

5th Circuit Again Adopts Restrictive View of Exchange Act Purposes and SEC Regulatory Power

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

Bradley Arant Boult Cummings LLP

Fifth Circuit Court of Appeals Strikes Down Nasdaq Board Diversity Disclosure Rules

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

White & Case LLP

Nasdaq Board Diversity Disclosure Rules No Longer in Effect After Overturning by Court

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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

Skadden, Arps, Slate, Meagher & Flom LLP

Nasdaq Board Diversity Rules Vacated by the Fifth Circuit

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

Bass, Berry & Sims PLC

Fifth Circuit Vacates Nasdaq Board Diversity Rules

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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

Foley Hoag LLP - Public Companies & the Law

Nasdaq’s Board Diversity Rules Struck Down by 5th Circuit

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

KPMG Board Leadership Center (BLC)

Directors Quarterly: October 2024

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

Keating Muething & Klekamp PLL

Securities Snapshot: 1st Quarter 2024 - New Climate-Disclosure Rules Subject to Heat of Legal Challenges

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

Snell & Wilmer

Corporate Communicator - 2024 Annual Meeting Season

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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

Saul Ewing LLP

Public Companies Quarterly Update (Q1 2023)

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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

White & Case LLP

SEC (Finally) Adopts Clawback Rules

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On October 26, 2022, the Securities and Exchange Commission ("SEC") adopted its long-awaited final rules on clawbacks. Under these rules, companies listed on the NYSE and Nasdaq will be required to adopt "clawback" policies –...more

Skadden, Arps, Slate, Meagher & Flom LLP

Form 20-F for Fiscal Year 2019: What Foreign Private Issuers Should Keep in Mind

There have been significant recent developments in U.S. Securities and Exchange Commission (SEC) regulation of foreign private issuers, (FPIs) including changes that impact the annual report on Form 20-F for fiscal year 2019....more

Skadden, Arps, Slate, Meagher & Flom LLP

Capital Markets Alert – Public Market Advocacy Groups Release Guidance

On April 27, 2018, the Securities Industry and Financial Markets Association (SIFMA), the U.S. Chamber of Commerce and Nasdaq, along with certain technology and biotechnology groups, released a policy paper titled “Expanding...more

Foley & Lardner LLP

SEC Proposes Rules on Compensation Clawback Policies

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On July 1, 2015, the Securities and Exchange Commission (SEC) proposed rules relating to compensation clawback policies. The rules, if adopted, would implement the requirements of Section 954 of the Dodd-Frank Wall Street...more

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