TheCorporateCounsel.net

Tune in tomorrow for the webcast – “Nasdaq Speaks ’12: Latest Developments and Interpretations” – to hear the latest practical guidance from senior Nasdaq Staffers Arnold Golub, Mike Emen, Lisa Roberts, Jurij Trypupenko and Manny Alicandro who will be discussing everything from the latest rule changes to whom do you call to resolve an issue, and much more. Please print off these course materials in advance of the webcast.

Nasdaq Proposes Changes to Director Independence Listing Rules

Nasdaq is proposing to broaden a rarely used exception in its corporate governance listing rules which permits one non-independent director to serve on the audit, nominating or compensation committees under exceptional and limited circumstances and with proper disclosure, provided that the board determines such service is in the best interests of the company and its shareholders and the term of service does not last more than two years.

Currently, a listed company can’t utilize this exception for a director who has a family member who is an employee of the listed company, even if that family member is not an executive officer of the company, if the director is not independent for an unrelated reason; however, that same family relationship would not otherwise preclude the director from being considered independent. In order to eliminate this distinction, Nasdaq proposes to amend Rules 5605(c)(2)(B), 5605(d)(3) and 5605(e)(3) to allow a director who is a family member of a non-executive employee of a listed company to serve on the listed company’s audit committee, compensation committee or nominating committee under exceptional and limited circumstances.

In making the affirmative determination that the non-independent director’s membership on a committee is required by the best interests of the company and its stockholders, Nasdaq still expects that a board of directors would consider any family relationship between the non-independent director and a non-executive employee of the company. However, Nasdaq does not believe that the mere existence of this family relationship alone should create an outright prohibition on the use of the exception.

The SEC has put the proposed rule changes out for comment, with comments due within 21 days of publication in the Federal Register.

Deal Cube Tournament: Round One;10th Match

As noted in these rules (and keep sending more pics for the next tourney), please vote for two of the following four cubes below:

– Cereal Boxes in Bowl and Spoon
– Pyramid
– Pair of Houses
– Orange Tree

– Dave Lynn