On Dec. 1, 2020, Nasdaq filed a rule proposal with the U.S. Securities and Exchange Commission that would require listed companies to disclose board diversity statistics using Nasdaq’s Board Diversity Matrix. Nasdaq would require companies to provide this disclosure in proxy materials or on company websites within one year of the SEC’s approval of the rules. The rules also would require listed companies to have, or explain why their boards do not include, diverse directors as follows:
- All listed companies would be expected to have one diverse director within two years of the SEC’s approval of the rule;
- Companies listed on the Nasdaq Global Select Market and Nasdaq Global Market would be expected to have two diverse directors within four years of the SEC’s proposal of the rule;
- One of the two diverse directors must self-identify as female; one of the two diverse directors must self-identify as either an underrepresented minority or LGBTQ+.
For companies that are not in a position to meet the board composition requirements within the required timeframes, they will not be delisted if they provide a public explanation of their reasons for not meeting the rules.
Nasdaq believes that more than 75% of listed companies do not meet the diversity standards contemplated by the proposed rules.
KMK Law articles and blog posts are intended to bring attention to developments in the law and are not intended as legal advice for any particular client or any particular situation. The laws/regulations and interpretations thereof are evolving and subject to change. Although we will attempt to update articles/blog posts for material changes, the article/post may not reflect changes in laws/regulations or guidance issued after the date the article/post was published. Please consult with counsel of your choice regarding any specific questions you may have.
ADVERTISING MATERIAL.
© 2022 Keating Muething & Klekamp PLL. All Rights Reserved
- Partner
Mark Reuter advocates for business clients in transactions, proceedings and conflicts regulated by federal and state securities laws and stock exchange rules. A partner in the firm’s Business Representation & Transaction ...
- Partner
Jim Kennedy practices in the Business Representation & Transactions Group. The focus of his practice is corporate, securities, and financing law, where he has extensive experience in mergers, acquisitions and ...
- Partner
As a partner in the firm’s Business Representation & Transactions Group, Allie Westfall’s insight and proven analytical skills help translate the complexities of the often-challenging securities laws. Allie’s counsel ...
Topics/Tags
Select- Securities Law
- SEC
- Securities Regulation
- Cybersecurity and Privacy Law
- Mergers & Acquisitions
- Coronavirus
- Economic Sanctions
- Ohio LLC Act
- Cybersecurity Regulation
- Nasdaq
- Corporate Law
- Tax Planning
- Corporate Tax
- Paycheck Protection Program
- Dodd-Frank
- IRS
- JOBS Act
- FAST Act
- Proxy Access Rules
- Securities Litigation
- Consumer Protection Act
- Corporate Governance
- SEC Enforcement
- Crowdfunding
- Cryptocurrency
- Taxation
- Hedging
- Private Offerings
- Real Estate Law
- Conflict Minerals
- Emerging Growth Companies
- Investors
- Pay Ratio Disclosure
- Intellectual Property
- Technology
- Whistleblower
- Opportunity Zone
- LIBOR
- Accredited Investors
- Sales Tax
- United States Supreme Court
- Online Trading Platforms
- IPO
- Registration Statement
- Executive Compensation
- Health Care Act
- Annual Reports
- Ohio Foreclosure Reform
- Director Compensation
- Family-Controlled Entities
- Gift and Estate Transfers
- Wall Street Reform
- Board of Directors
- Director Independence
- Clawback Rules
- Total Shareholder Return
- Cyber Insurance
- Data Breach
- Lenders
- Receivership Statute
- Regulation A
- Regulation D
- Compensation Committee Certification
- Government Shutdown
- CDEs
- CDFI Fund
- Community Development Entities
- Community Development Financial Institutions Fund
- New Markets Tax Credit
- NMTC
- NMTC Financing
- Regulation Fair Disclosure
- Social Media
- Benefits
- Healthcare Reform
- Litigation
- Marketing
- Public Company Transition Rules
- Employment Incentives
- HIRE Act
- Social Security Tax
- Tax Credit
Recent Posts
- SEC Provides Sample Guidance on Disclosure of Russia-Ukraine Invasion
- Proposed SEC Climate-Related Disclosure Requirements
- Proposed SEC Cybersecurity Rules
- International Unrest and its Impact on M&A
- The United States Ramps Up Severe Economic Sanctions on Russia and Export Controls
- Revised Ohio LLC Statute
- Beware of ‘Spring-Loaded’ Awards: SEC Issues Updated Accounting Guidance
- SEC Opens Floodgates for ESG Proposals
- NYSE Proposes an Amendment to the Shareholder Voting Requirement
- SEC Charges Pearson plc for Misleading Investors About Cyber Breach and Inadequate Disclosure Controls