Wow. By a 9-8 vote – that’s a close one! – the 5th Circuit decided that the SEC exceeded its authority when it approved the Nasdaq’s board diversity rule in Alliance for Fair Board Recruitment v. SEC last week. The 5th Circuit’s decision overrules a 5th Circuit panel decision from October 2023 that upheld the Nasdaq’s rule. It’s being reported that Nasdaq doesn’t intend to …
Delaware’s Latest on Bylaws: 5 Lessons Learned
I was talking with Cooley partner Brad Goldberg about how he has been helping quite a few companies revisit their bylaws in response to the Delaware Supreme Court’s recent Kellner decision. Here are five lessons learned from Brad (with a hat tip to Morris Nichols’ Kyle Pinder):
SEC Approves PCAOB’s ‘Quality Control Standard’ for Audit Firms
Last week, the SEC approved the PCAOB’s new quality control standard – QC 1000 – that establishes a risk-based quality control framework for independent auditors to follow. Here are four bullets about this new PCAOB standard – and the “bottom line” about what you need to do now: Bottom Line: Your audit committee should be made aware of this new standard and that committee might …
Should Directors Have Access to What Employees Say About Corporate Culture?
When it comes to managing human capital, many companies not only will hire an independent third party to conduct a “corporate culture” survey about how employees feel about their jobs, but also will give directors unfiltered access to the anonymous responses. When I say “unfiltered,” this means giving each director the entire data dump, which includes all of the anonymous commentary that employees might have …