Capital Markets & Securities Law Watch

On March 4, 2025, the proxy advisory firm Glass, Lewis & Co. (Glass Lewis) stated in an email to its clients that it will continue to consider the diversity of a company’s board of directors when making voting recommendations with respect to the election or re-election of directors of U.S. companies.

A wave of substantially similar stockholders’ complaints have recently been filed by plaintiffs’ firms in the Delaware Court of Chancery challenging certain advance notice bylaw provisions commonly included in public companies’ bylaws.

On August 6, 2021, the Securities and Exchange Commission (SEC) approved a Nasdaq proposal to amend its listing rules intended to increase diversity on corporate boards of directors.

On December 1, 2020, the Nasdaq Stock Market LLC (Nasdaq) filed a proposal with the Securities and Exchange Commission (SEC) to adopt new listing rules related to board diversity and disclosure.

On February 13, 2020, the SEC approved, on an accelerated basis, the Nasdaq’s proposed rule change amending the definition of “family member” to exclude stepchildren who do not share a director’s home and domestic employees who reside in a director’s home for purposes of determining director independence under Nasdaq Rule 5065(a)(2).