On December 26, 2024, a panel of the US Court of Appeals for the Fifth Circuit vacated an order issued by a different panel just days before that had stayed the nationwide preliminary injunction suspending enforcement of the Corporate Transparency Act (CTA) and its implementing regulations. The Fifth Circuit’s action has the effect of restoring
Board Considerations
The Sounding Board: Diversity on Corporate Boards

In this MB Sounding Board, Ozzie Gromada Meza, President and CEO of the Latino Corporate Directors Association (LCDA) joins partner Anna Pinedo for a discussion about diversity on corporate boards. Ozzie discusses identifying talent for boards, education for new board members, and tips for individuals looking to serve on boards.
Final FTC Rule Enacts Fundamental Changes to HSR; Will Complicate Merger Filings
On October 10, 2024, the Federal Trade Commission (FTC) published its Final Rule enacting changes to the Hart-Scott-Rodino Act (HSR Act) premerger notification rules. The Final Rule will usher in the most significant changes to HSR reporting requirements in the program’s 45-year history.
The HSR Act requires parties to a merger or acquisition that meets…
Nasdaq Launches Annual Global Governance Pulse Survey
Nasdaq’s 2024 Governance Pulse Survey is now live. The Survey gathers insights from board members, CEOs, general counsel, corporate secretaries, and other key leaders on governance practices and board priorities. The data and findings will be published in Nasdaq’s Global Governance Pulse Report this fall and featured and discussed at Nasdaq’s Global Governance Pulse Forum…
Exploring AI’s Impact on Humanity: Practical Applications for Board Members
May 21, 2024
16:00 – 19:00 BST
Register here.
Join the Nasdaq Center for Board Excellence and connect with fellow board members and CEOs for a discussion about the transformative role of artificial intelligence, ethics, governance, and strategies for a competitive advantage. Together with Mayer Brown, we look forward to welcoming you and sharing…
Cunningham Delivers 2024 Weinberg Lecture
Larry Cunningham delivered the 2024 Weinberg Distinguished Lecture last week at the University of Delaware. His topic was: “Speaking Out on Hot Button Topics: How Boards Can Steer CEOs and Companies in Choppy Waters.” Following are excerpts from the lecture, which reviews the data on this topic and the forces at work, discusses the board’s…
Global Climate Change Disclosure Initiatives and Board Corporate Governance Considerations
All across the world, climate disclosure regulations are among the most significant and complex challenges faced by companies and boards, with a variety of requirements emanating this past year from numerous governmental authorities and non-governmental organizations.
At Mayer Brown, I had the honor of leading a group of 21 partners from across 14 of the…
Good Practices for Board Searches for New Directors
Adding new board members is a critical decision for any company, as it can affect its strategy, performance, culture and reputation. However, finding and selecting the right candidates can be complex and time-consuming, involving multiple sources, criteria, interviews, checks and disclosures. Here are some good practices to help boards navigate this process.
Maintain an evergreen …
SEC Adopts Climate Change Disclosure Rules Applicable to Public Companies and Offerings
The Securities and Exchange Commission (the “SEC”) has adopted new rules that require public companies to disclose substantial information about the material impacts of climate-related risks on their business, financial condition, and governance (the “Final Rules”). The SEC says that “climate-related risks, their impacts, and a public company’s response to those risks can significantly affect…
Recent PCAOB “Sweeps” Pressure Audit Committees
We acknowledge the insight and assistance of Gary J. Previts, Distinguished University Professor Emeritus, Case Western Reserve University
As the regulator of public company auditors, following the Sarbanes-Oxley Act of 2002, the Public Company Accounting Oversight Board (PCAOB) aims to safeguard investors’ interests. The PCAOB establishes auditing standards, reviews audit firms’ performance, and holds them…