Securities Exchange Act, Board of Directors, Disclosure Requirements

SEC Staff Issues New Guidance on Shareholder Proposals and Schedule 13G Eligibility

Husch Blackwell LLP on 3/7/2025

On February 12, 2025, the Division of Corporation Finance of the U.S. Securities and Exchange Commission (SEC) published Staff Legal Bulletin No. 14M (SLB 14M) setting forth staff guidance on shareholder proposals submitted...more

Legal Update: Nasdaq Board Diversity Rules Struck Down in Court

Robinson & Cole LLP on 1/21/2025

On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit, sitting en banc in Alliance for Fair Board Recruitment v. SEC, held that the approval by the U.S. Securities and Exchange Commission (SEC) of the Nasdaq...more

Fifth Circuit Overturns SEC Approval of Nasdaq’s Board Diversity Rules

Wiley Rein LLP on 12/24/2024

On December 11, 2024, the United States Court of Appeals for the Fifth Circuit, in a lengthy opinion, vacated the U.S. Securities and Exchange Commission’s (SEC) approval of Nasdaq’s board diversity rules in Alliance for Fair...more

Fifth Circuit Vacates SEC Order Approving Nasdaq Board Diversity Rules

McDermott Will & Emery on 12/23/2024

On December 11, 2024, the US Court of Appeals for the Fifth Circuit vacated the US Securities and Exchange Commission’s (SEC) order approving The Nasdaq Stock Market LLC’s (Nasdaq) board diversity rules, holding that the...more

Nasdaq Board Diversity Rules Vacated by En Banc Fifth Circuit Decision

Goodwin on 12/18/2024

In an en banc decision filed on December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit (Fifth Circuit) vacated the 2021 approval by the U.S. Securities and Exchange Commission (SEC) of rules adopted by The Nasdaq...more

UPDATED—en banc Fifth Circuit puts the kibosh on the Nasdaq board diversity rules

Cooley LLP on 12/17/2024

(This post updates my post of December 12 to add further discussion of the decision.) - In August 2021, the SEC approved a Nasdaq proposal for new listing rules regarding board diversity and disclosure, accompanied by a...more

Nasdaq Diversity Rule Deemed Unenforceable By 5th Circuit

Akin Gump Strauss Hauer & Feld LLP on 12/16/2024

On December 11, 2024, the U.S. Court of Appeals for the 5th Circuit, sitting en banc, ruled that The Nasdaq Stock Market LLC (Nasdaq) cannot enforce previously adopted listing rules requiring Nasdaq-listed companies to have...more

Nasdaq Board Diversity Rules Struck Down by Fifth Circuit

Fenwick & West LLP on 12/16/2024

In August 2021, the SEC approved new board diversity rules requiring Nasdaq-listed companies (i) to include a board diversity matrix in their proxy statement or on their website and (ii) to disclose whether they have one...more

Director Independence: Beware of Who Your Friends Are

Baker Botts L.L.P. on 11/5/2024

The Securities and Exchange Commission (the “SEC”) recently settled charges against James R. Craigie, a former CEO, Chairman and board member of Church & Dwight Co. Inc. (the “Company”), for violating proxy disclosure rules...more

Why Can’t We Be Friends?

BCLP on 10/8/2024

Recently, the SEC announced settled charges against a former chairman/CEO and director of Church & Dwight Co. Inc., for violating proxy disclosure rules by standing for election as an independent director without informing...more

DEI Under Scrutiny, Part XI: Fifth Circuit Reconsiders Nasdaq’s Board Diversity Rule

Ogletree, Deakins, Nash, Smoak & Stewart,... on 7/17/2024

The U.S. Court of Appeals for the Fifth Circuit will likely weigh in soon on the U.S. Securities and Exchange Commission’s (SEC) approval of Nasdaq’s board diversity rule that will require listed companies to disclose...more

Fifth Circuit Court of Appeals Rejects Challenge to Nasdaq’s Board-Diversity Rules

Proskauer - Corporate Defense and Disputes on 10/20/2023

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

SEC Adopts Final Executive Compensation Clawback Rules: What This Means and How to Prepare

Husch Blackwell LLP on 2/9/2023

On October 26, 2022, the Securities and Exchange Commission (SEC) adopted final rules that will require public companies to implement policies to recover, or claw back, erroneously awarded incentive-based compensation from...more

SEC, Nasdaq Square Off Against Challengers to Nasdaq's Board Diversity Rule

Holland & Knight LLP on 9/2/2022

The SEC was once again before the U.S. Court of Appeals for the Fifth Circuit on Aug. 29, 2022, this time in connection with the agency's approval of the Nasdaq Stock Market LLC's (Nasdaq) Board Diversity Rule (Rule). The...more

NYSE Restores Thresholds for Related Party Transactions To Align With SEC Disclosure Requirements

Skadden, Arps, Slate, Meagher & Flom LLP on 8/26/2021

On August 19, 2021, the New York Stock Exchange (NYSE) filed an immediately effective rule change (Rule Proposal) restoring a transaction value and materiality threshold for related party transactions that require independent...more

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

Skadden, Arps, Slate, Meagher & Flom LLP on 10/2/2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

A Practical Guide to the Regulation of Hedge Fund Trading Activities - Chapter 3: Special Issues under Sections 13(d) and 16 for...

Proskauer Rose LLP on 1/22/2019

The filing requirements and liability provisions under Sections 13(d) and 16 of the Exchange Act continue to challenge hedge funds, due to sometimes opaque law and complex trading patterns. Although the requirements under...more

Impact of Compensation-Related Litigation on Public Companies

Skadden, Arps, Slate, Meagher & Flom LLP on 1/25/2018

Compensation-related litigation and threats of litigation continued to significantly impact public companies in 2017. These companies should be mindful of issues that were raised in recent litigation: proxy disclosure,...more

SEC Approves Nasdaq’s Proposed Rule on Third Party Payments to Directors and Director Nominees – The “Golden Leash” Disclosure

Sheppard Mullin Richter & Hampton LLP on 8/1/2016

On July 1, 2016, the Securities and Exchange Commission (the “SEC”) approved, on an accelerated basis, proposed amendments to the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”) to require Nasdaq-listed companies to...more

This Week In Securities Litigation

Dorsey & Whitney LLP on 10/16/2015

The SEC prevailed on two summary judgment motions. One centered on a manipulation action. The other was against an attorney who facilitated a prime bank fraud. The Commission also filed: An action against UBS tied to its...more

SEC Charges Directors, Officers and Major Investors for Failing to Update Disclosures Prior to Announcements of Going Private...

Morrison & Foerster LLP on 4/1/2015

On March 13, 2015, the U.S. Securities and Exchange Commission announced settlement proceedings against officers, directors, and major shareholders of several companies that were recently taken private for failing to update...more

SEC Proposes Hedging Policy Disclosure Rule

Goodwin on 2/26/2015

The SEC has proposed a rule that would require new hedging policy disclosure by companies that are subject to SEC proxy rules. The proposed rule would in most cases expand the hedging policy disclosure currently provided by...more

SEC Proposes Hedging Disclosures Regarding Directors, Officers and Employees

Stinson - Corporate & Securities Law Blog on 2/10/2015

The SEC has proposed rules to implement Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as codified in Section 14(j) of the Exchange Act, which requires annual meeting proxy statement disclosure...more

Securities Exchange Act › Board of Directors › Disclosure Requirements

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