Challenge To Nasdaq Diversity Rule Filed In Federal Court Of Appeals

Professor Stephen Bainbridge writes that the Alliance for Fair Board Recruitment has filed a petition for review with the Fifth Circuit Court of Appeals challenging Nasdaq's board diversity rule.  Some readers may be wondering why the petition was...

Nasdaq And The SEC Both Can't Be Correct

Last year, Nasdaq proposed to adopt listing rules related to board diversity.  Earlier this year, Nasdaq proposed amendments to its proposals, stating:

SEC Finally Posts Nasdaq's Proposed Amendments To Diversity Rule

Late last month, Nasdaq filed modifications and clarifications to its proposed board diversity listing rule.  After reading Nasdaq's  announcement, I searched in vain for the proposal on the SEC's Self-Regulatory Organization webpage.  Yesterday,...

How Should These Form 10-K Items Be Captioned?

Now is the time of year when securities lawyers thoughts turn to Form 10-K compliance.  In reviewing recently filed Form 10-Ks, I have noted a lack of consistency in the captions used for Part III, Item 14 and Part IV, Item 15.  Some registrants...

Human Capital Disclosures May Waken Plaintiffs

Last summer, the Securities and Exchange adopted amendments to Item 101 of Regulation S-K requiring,  to the extent the disclosure is material to an understanding of a registrant’s business taken as a whole, a description of a registrant’s human...

Is A Fair Statement Anything More Than Accurate?

I often hear lawyers ask witnesses  X is a "fair statement".  When I hear this expression, I wonder do they mean is X an accurate statement or something else?  If they mean that the statement is literally "fair", as in just and equitable, then the...

It's Official! SEC Agrees "Shall" Is Ambiguous

Nearly a decade ago, I commented on the ambiguity that inheres in "shall":

If You Are Looking To Be Taken Seriously, Write To The SEC And Be Prepared For A Wait

Over five years ago, the Securities and Exchange Commission proposed amendments to its Rules of Practice to require persons involved in SEC administrative proceedings to file and serve documents electronically.  I was the first person to submit ...

Does The SEC Grant Only Industry Requests?

Yesterday, the Securities and Exchange Commission adopted final rules for the disclosure of payments by "resource extraction issuers".  These rules implement Section 13(q) of the Securities Exchange Act of 1934.  Section 13(q) was added by the...

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