In Craig v. Target Corporation, et al., the District Court for the Middle District of Florida considered whether Target Corporation (Target) committed securities violations by failing to disclose risks related to an ESG and...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
In a 9-8 decision on December 10, 2024, the U.S. Court of Appeals for the Fifth Circuit struck down Nasdaq’s efforts to promote diversity on public company boards. The case, Alliance for Fair Board Recruitment v. SEC, vacated...more
Under rules approved in 2021, Nasdaq-listed companies were required to (1) publicly disclose a board diversity matrix and (ii) have, or disclose why they do not have, at least one diverse director on their board by 2023 and a...more
On December 11, 2024, the Fifth Circuit, in a divided opinion following an en banc hearing, struck down the Nasdaq “show or tell” diversity rules. The Court concluded that the rules, some of which the majority described as a...more
On December 4, 2024, Judge John L. Badalamenti of the United States District Court for the Middle District of Florida denied a motion to dismiss a putative securities fraud action against a retail company (the “Company”), its...more
This memorandum is for our Capital Markets clients in anticipation of the upcoming annual reporting and shareholder meeting season for 2024. Below you will find key filing deadlines, new disclosure requirements, and general...more
Following the death of George Floyd and mass protests against racial inequity in 2020 culminating years of slowly building stakeholder pressure on various aspects of diversity, many companies expressed their commitment to...more
In Ocegueda v. Zuckerberg, No. 20-CV-04444, 2021 WL 1056611 (N.D. Cal. Mar. 19, 2021), the United States District Court for the Northern District of California became the first court to rule on a motion to dismiss claims...more
A lot of attention has been paid to board diversity – or lack thereof – in recent months. California enacted AB-979, which expanded upon California’s earlier gender diversity law and requires boards to make strides in other...more