Operation and Implications of Nasdaq's Board Diversity Rule Proposal

Nasdaq recently proposed rules that would require most Nasdaq-listed companies to provide statistics on the diversity of their boards and to have at least two “diverse” directors within four years – or provide a public explanation for why they do not. As hedge fund managers take positions – sometimes controlling positions – it is vital for them to be cognizant of the proposed rules and their potential impact on company boards, particularly as the question of diversity has risen in prominence over the past several years. A recent Thompson Hine program examined the details and operation of the proposed rule, the rationale underpinning the rule and the issues associated with its implementation. The program featured Thompson Hine senior counsel Marc B. Minor and Tracy Stewart, corporate governance manager at the Florida State Board of Administration, which oversees investment of Florida’s public pensions and other funds. This article distills their insights. See “How University Endowments Approach Diversity at Asset Managers and Racial Equity in Investments” (Nov. 12, 2020); and “HFLR Webinar Explores Legal and Compliance Employment Trends, Including Compensation, Staffing, Diversity and the Pandemic’s Impact” (Oct. 15, 2020).

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