Queers, Closets, and Corporate Governance

By Darren Rosenblum August 21, 2024 by renholding

Over the past couple of decades, we’ve witnessed enormous progress on LGBTQ+ issues. As a result, the closet remains largely off people’s radar – but for the generation of those who occupy corporate leadership positions, it’s very much a live …

Davis Polk Discusses Dodd-Frank Clawback Rules’ Application to Subsidiary Issuers, Guarantors

By Jennifer S. Conway, Kyoko Takahashi Lin, Michael Kaplan, Joseph A. Hall and Ning Chiu February 5, 2024 by renholding

Each subsidiary issuing or guaranteeing a public company’s listed debt securities is itself subject to the clawback rules recently adopted by the NYSE and Nasdaq.

In October 2022, the SEC adopted the final clawback rule mandated by the Dodd-Frank Act …

Debevoise & Plimpton Discusses Fifth Circuit Decision to Uphold Nasdaq Board Diversity Rule

By Matthew E. Kaplan, William D. Regner, Simone S. Hicks, Ashley Yoon and Andrew Hong October 31, 2023 by renholding

On October 18, 2023, the Fifth Circuit, in Alliance for Fair Board Recruitment v. SEC, upheld Nasdaq’s board diversity rule. [1]

The rule, approved by the Securities and Exchange Commission in August 2021, requires Nasdaq-listed companies to disclose board-level …

Do Dual-Class Structures Help Stock Markets Attract Listings?

By Fa Chen October 30, 2023 by renholding

Financial globalization has allowed issuers more freedom to shop among jurisdictions and thus intensified stock market competition. Against this backdrop, the Hong Kong, Singapore, China, and UK stock markets have accepted the dual-class share structure (DCSS). While empirical legal studies …

What NASDAQ Disclosures Reveal About LGBTQ+ Representation and Overall Diversity in the Boardroom

By Fabrice Houdart October 13, 2023 by renholding

A ground-breaking study provides new data about diversity on the boards of directors of 3,031 companies (representing 2,503 U.S. and 528 foreign firms) listed on the NASDAQ stock exchange.

The demographic information in the study is based on voluntary self-identification …

Paul Weiss Discusses SEC’s New Clawback Listing Standards

By Lawrence I. Witdorchic, Jean M. McLoughlin, Cindy Akard, Raphael M. Russo and Christodoulos Kaoutzanis June 14, 2023 by renholding

The SEC has approved the clawback listing standards of the New York Stock Exchange and Nasdaq. As noted previously, the clawback listing standards will take effect on October 2, 2023, and listed companies will have until December 1, 2023 to …

Debevoise Discusses Super Voting Preferred Stock

By Eric T. Juergens, Maeve O'Connor, Benjamin R. Pedersen, William D. Regner and Thomas Rose April 12, 2023 by renholding

A public company’s certificate of incorporation generally grants the board of directors authority to issue “blank check” preferred stock up to the number authorized in the certificate of incorporation, on terms to be determined by the board. Recently, a number …

Davis Polk Discusses NYSE and Nasdaq Clawback Rule Proposal

By Kyoko Takahashi Lin and Ning Chiu March 2, 2023 by renholding

On February 22, 2023, the New York Stock Exchange and the Nasdaq Stock Market released their respective versions of a proposed rule that implements the SEC’s clawback rule mandated by Section 954 of the Dodd-Frank Act. The SEC’s final rule, …

Olshan Discusses FINRA, Stock Exchange Crack Down on Small-Cap IPO “Ramp and Dump” Schemes

By Spencer G. Feldman November 29, 2022 by renholding

On November 17, 2022, the Financial Industry Regulatory Authority (“FINRA”) issued a special alert to FINRA members concerning the heightened threat of fraud in small capitalization initial public offerings (“IPOs”). At the same time, both the New York Stock Exchange …

The Attack on Nasdaq’s Board Diversity Rule

By Darren Rosenblum, John Livingstone, Anat Alon-Beck and Michal Agmon-Gonnen September 13, 2022 by renholding

The recent pushback by conservative legal groups against equality and diversity on corporate boards has accelerated to new levels in the past few months. The latest example is a challenge to Nasdaq’s board diversity rule, which was approved in August …

Arnold & Porter Discusses Attacks on Board Diversity Initiatives

By Amy Endicott, Teresa L. Johnson, Sean M. SeLegue and Kaitlin Robinson May 5, 2022 by renholding

Nasdaq’s Board Diversity Rule, approved by the Securities and Exchange Commission (SEC) in August 2021, is the subject of an ongoing, high stakes court battle in the United States Court of Appeals for the Fifth Circuit. The attorneys general of …

SEC Commissioner Peirce on Nasdaq Board Diversity Proposal

By Hester M. Peirce August 9, 2021 by renholding

I write in opposition to the approval of the Board Diversity Proposal (“Board Diversity Proposal” or “Proposal”) submitted for approval by the Nasdaq Stock Market LLC (“the Exchange”).[1] The Proposal attempts to expand opportunity, a goal I share,[2]

…

Paul Weiss Discusses SEC Approval of Nasdaq Rule Change Allowing Direct Listings

By Mark S. Bergman, Christopher J. Cummings, John C. Kennedy, Raphael M. Russo and Tracey A. Zaccone May 25, 2021 by renholding

On May 19, 2021, the SEC approved Nasdaq’s proposed rule change[1] to permit primary direct floor listings. This will permit companies to undertake an initial public offering and concurrent Nasdaq listing without the use of underwriters to market the …

Why Board Diversity and the Nasdaq Rule Requiring It Make Sense

By Richard W. Painter April 26, 2021 by renholding

In December 2020, Nasdaq asked the Securities and Exchange Commission (SEC) to approve a new boardroom diversity rule.[1] The aim is for most Nasdaq-listed companies to have at least one director self-identifying as a woman and another self-identifying as …

Sex, Power, and Corporate Governance

By Amelia Miazad December 16, 2020 by renholding

On December 1, the Nasdaq Stock Market asked the Securities and Exchange Commission (SEC) for authority to adopt new listing rules aimed at increasing board gender and racial diversity. If approved, Nasdaq-listed companies will be required to disclose their board …

Has the Stock Market Become Less Representative of the Economy?

By Frederik P. Schlingemann and René M. Stulz October 19, 2020 by renholding

In the summer of 2020, with the U.S. economy bearing the impact of the COVID-19 pandemic, the unemployment rate was as high as it had been any time since 1948, and the NASDAQ and the S&P 500 indices reached their …

Insider Trading and Geographic Proximity: Evidence from Covid-19

By Erin Henry, George A. Plesko and Caleb Rawson September 1, 2020 by renholding

The COVID-19 pandemic has dramatically changed how businesses operate, resulting in unprecedented stock market effects. While the U.S. stock market has historically shown little to no reaction to an infectious disease outbreak, COVID-19 precipitated a global stock market downturn now …

Davis Polk Discusses New Developments on Direct Listings

By Marcel Fausten, Michael Kaplan, Emily Roberts, Richard Truesdell and Elizabeth Weinstein September 1, 2020 by renholding

New developments last week will allow companies to raise funds in a direct listing. On Wednesday, the Securities and Exchange Commission (SEC) approved the NYSE’s rule change that will permit companies to raise capital in a direct listing. Prior to …

Arnold & Porter Discusses SEC Approval of NYSE Direct Listings Proposal

By Carol Anne Huff August 31, 2020 by renholding

The SEC has given the New York Stock Exchange (NYSE) clearance to allow companies to raise capital in connection with a direct listing on the NYSE. A direct listing is an alternative to a traditional underwritten IPO that allows a …

Lessons from Luckin Coffee: The Underappreciated Risks of Variable Interest Entities

By Jonathan Barnett July 28, 2020 by renholding

On April 2, China’s Luckin Coffee announced that some of its employees, including the chief operating officer, had fabricated over $300 million in reported revenues. On April 21, the Securities and Exchange Commission and the U.S. Public Company Accounting Oversight …

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