As if issuers needed a reminder that it’s always the right time to be thinking about board composition, earlier this month, the SEC approved new Nasdaq rules that will require companies listed on that exchange to collect and report information about the diversity of their boards of directors. Under new Nasdaq Listing Rules 5605(f) and 5606, Nasdaq-listed companies will be required to publicly disclose on their websites or in their annual reports or proxy statements board-level diversity statistics using a template promulgated by Nasdaq and to explain why they do not have at least two (or one in the case of a company with five or fewer directors) diverse directors.… More
Category Archives: Listing Requirements
Special purpose acquisition companies (SPACs) have been gaining traction as one of the most popular exit strategies over the last year. They have been pitched as an easier way to go public because of the ease of working with one partner versus the large courting that typically happens with an IPO. But…is it too good to be true? Is this a fad or is it here to stay?
Our webinar panelists provide an overview of what a SPAC is,… More
2020 has been a banner year for IPOs by special purpose acquisition companies, or SPACs. Over 100 SPAC IPOs have closed so far in 2020, with aggregate gross proceeds of approximately $42.1 billion and an average IPO size of $382.4 million. This represents a dramatic increase from 2019, in which 59 SPAC IPOs closed, with aggregate gross proceeds of approximately $13.6 billion and an average IPO size of $230.5 million.… More
Spotify made a big splash with its novel approach to “going public.” Rather than following the tried-and-true path of an initial public offering – where the issuer sells stock to the public through underwriters – Spotify pursued a “direct listing.” But did it really do anything different?
While it is true that Spotify did not directly sell any stock to the public, it did file a traditional form of registration statement,… More
Public companies commonly use their equity as a component of incentive compensation awarded to their executives and other employees.
Under Nasdaq Listing Rule 5635(c), prior stockholder approval is generally required before a listed company may issue shares under an equity compensation plan or other arrangement. To satisfy this requirement, public companies typically adopt and obtain stockholder approval of an incentive plan that provides for a reserve of shares that may be issued pursuant to various enumerated types of awards.… More
Public companies listed on NASDAQ are now required to disclose annually certain payments (if any) made by third parties to their directors or director nominees.
D&O questionnaires related to the annual meeting of stockholders should include a question to determine whether there are any agreements, arrangements or understandings between a director or director nominee and any person (other than the company) relating to compensation or other payments (including non-cash payments) in connection with the director’s or director nominee’s service or candidacy as a director.… More