Venable attorneys produce periodic alerts and newsletters covering a variety of topics and practice areas. For your convenience, we have assembled below a collection of the latest alerts and newsletters.

Nasdaq Proposes New Listing Requirements for Board Diversity

On December 1, Nasdaq filed a proposal with the Securities and Exchange Commission (SEC) to adopt new listing rules relating to board diversity and disclosure. If approved by the SEC, these rules will require all operating companies listed on Nasdaq's U.S. exchange (Subject Companies), subject to certain exceptions, to:

  1. publicly disclose board-level diversity data (proposed Rule 5606); and
  2. either:
  3. have at least two "Diverse" directors, including one who self-identifies as a female and one who self-identifies as an "Underrepresented Minority" or LGBTQ+; or
  4. publicly disclose why they do not (proposed Rule 5605(f)).

ISS Releases Changes to its Proxy Voting Guidelines for 2021

Institutional Shareholder Services Inc. ("ISS") recently released its annual update (the "Update") to its Proxy Voting Guidelines (the "Guidelines") announcing changes in its voting recommendations for annual meetings of shareholders held on or after February 1, 2021.  These changes follow ISS's recent annual policy survey of its institutional shareholder clients and other market participants. Although we do not agree with all of the Guidelines, we continue to commend ISS for soliciting and considering the views of stakeholders each year. As always, in guiding a company's engagement with its shareholders and in determining the potential impact of ISS's recommendations, we urge each company to review (a) the voting policies of each of its major shareholders and (b) the extent to which each of those holders relies on ISS (and other proxy advisers) in making its voting decisions.

Corporate Post-Election Webinar

Although Senate control will not be determined until two runoff races in Georgia are decided in January, Joe Biden's election victory means some changes are ahead for the business community. In this edition of our post-election webinar series, members of our Corporate Group provided an in-depth analysis of President-elect Biden's policy goals; expected changes in the leadership of Senate and congressional committees; and how a divided congress or a slim Democratic majority is likely to impact the passage of any major legislation.

New California Law Mandates Diversity on Public Company Boards

On September 30, Governor Gavin Newsom signed into law Assembly Bill ("AB") 979, requiring the boards of California public corporations to include at least one "director from an underrepresented community" by the end of 2021, with heightened minimum requirements in future years. "Director from an underrepresented community" is defined as "an individual who self-identifies as Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, or Alaska Native, or who self-identifies as gay, lesbian, bisexual, or transgender."

Additional Articles

SEC Adopts "Principles-Based" Amendments to Description of Business, Legal Proceedings and Risk Factors Disclosure Requirements

U.S. International Trade Commission to Prepare a Follow-on Investigation of Industry and Supply Chain Conditions Affecting COVID-19 Products

Continued Deterioration of U.S.-China Economic Relations: An Update

Virginia Issues Guidance for Complying with COVID-19 Workplace Safety Rules and Proposes to Adopt Permanent Rules

Malicious Cyber Actor Targets Small Business Administration COVID-19 Loan Relief

Federal Court Rules for Insureds—COVID-19 Shutdowns May Constitute "Direct Physical Loss" Under Business Interruption Insurance Policies