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Lina Angelici

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Lina Angelici is a member of Gunster’s Corporate and Securities Law and Corporate Governance practice groups. For over 25 years, she has advised public and private companies on corporate, securities, M&A, capital markets, and venture capital transactions across a broad range of industries including, technology, lifestyle, manufacturing, and timeshare companies and publicly traded REITs.  She advises clients on public and private offerings, corporate governance matters, special committee situations, and SEC reporting and stock exchange compliance.  Lina also has previous in-house experience as corporate and securities counsel at publicly traded companies.

Image by Gerd Altmann from Pixabay

The Nasdaq Stock Market has developed a reputation for being the hip securities exchange, technologically and otherwise.  In many ways, it deserves this reputation.  For example:

  • In 1991, Nasdaq became the world’s first electronic stock market.
  • In 1992, it joined with the London Stock Exchange to form the first intercontinental linkage of capital markets.
  • In 1998, using the slogan “the stock market for the next hundred years,” Nasdaq became the first U.S. stock market to trade online.
  • In 2016, Adena Friedman was promoted to chief executive officer, becoming the first woman to run a major exchange in the U.S.

So it is not particularly surprising that, once again, in August 2021, Nasdaq took center stage and became the first major stock exchange to adopt a board diversity rule for its listed companies.

WHY THIS RULE?  WHY NOW?

The answer to the first question is clear. Notwithstanding widespread acknowledgement by corporate America that board diversity leads to greater innovation, smarter decision-making, and improvements to the bottom line, actual board diversity remains elusive.  As of 2020, only 20.9% of Fortune 500 board seats were held by White women, and a mere 5.7% were held by Black and Latina women; and while 2021 saw gains of 300% in new directors who are Black and 200% gains in Latino directors, 80% of all Fortune 500 board members are White, and 70% are male.[1]  So even though the new rule will not create “instant” diversity, it will create measurable board diversity goals, forcing companies that have given lip service to diversity to act – or to disclose that they have failed to act.

Why now?  Personally, I ask, “Why not before?”  The answers to those questions, however, are beyond the scope of this blog.  For this moment, I am cautiously optimistic that Nasdaq’s new diversity rule can be a catalyst for meaningful change that leads to the bona fide board diversity that corporate America has been incapable of accomplishing thus far.
Continue Reading Nasdaq’s Board Diversity Rule: The “Hip” Exchange Does It Again

Image by Tumisu from Pixabay

While we have been busy in 2020 learning how to social distance, wear masks and do Zoom meetings, the SEC has spent the year turning out a relentless tsunami of new rules and amendments of old ones. Among the latter are extensive amendments to the financial disclosure obligations of a public company when it acquires or disposes of a business. Adopted in May 2020, these long-awaited amendments go into effect on January 1, 2021, so a summary seems timely.

Given the extent and complexity of these amendments, we will summarize them in installments. This first installment considers the changes to the periods to be presented in the financial statements, the amendments to the Investment Test and the Income Test in the definition of a “significant subsidiary,” and the codification of the staff practice of permitting abbreviated financial statements for acquisitions of components of an entity. In reading this and future summaries, bear in mind that the new rules are complex and need to be reviewed carefully against the detailed terms of an acquisition or disposition.
Continue Reading The SEC Fixes those Pesky M&A Financial Disclosure Requirements