Current Nasdaq rules require companies listed on Nasdaq to publicly disclose information on the gender and racial composition and the LGBTQ+ status of their boards of directors. The rules, designed to encourage more transparent and consistent disclosure of board composition and to increase the diversity of corporate boards, were immediately challenged by two conservative groups.
Evelyn Cruz Sroufe, an of counsel in the firm’s Corporate practice, focuses her practice on corporate finance and securities, acquisitions and takeover defense and corporate governance.
It is increasingly difficult for companies to steer clear of contentious social or political issues on which their shareholders may have passionately conflicting opinions. The Delaware Chancery Court recently highlighted the steps that a board can take to protect its decisions on potentially divisive issues, re-affirming the board’s “significant discretion to guide corporate strategy—including on…
Delaware courts have been leaders in articulating the oversight duties of corporate directors, most famously in In re Caremark International Inc. Derivative Litigation, 698 A. 2d 959 (Del. Ch. 1996). The court, in Caremark, held that directors breach their duty of oversight when they do either or both of the following:
- Fail to make
Nasdaq’s new board diversity rules approved by the SEC back in August drew a significant number of comments when initially proposed. The new rules seek to encourage listed companies to diversify their boards by establishing rules for disclosure of their current board diversity (Rule 5606) and setting a diversity objective for boards to meet, with…
A few weeks ago, my colleague Allison Handy blogged about Nasdaq’s new board diversity disclosure requirements, now approved by the SEC. The new rules are discussed in more depth in our upcoming article in the “Corporate Governance Advisor”: “Nasdaq’s New Board Diversity Rules—a Booster Rocket for Increased Board Diversity.”