Old Stock Clearing Corps Tweak Nasdaq Rules for Legal Sync
Published Date: 12/31/2025
Notice
Summary
The Boston Stock Exchange Clearing Corporation and the Stock Clearing Corporation of Philadelphia teamed up to update Nasdaq, Inc.’s rules and bylaws to match new Delaware laws and modern best practices. These changes affect how Nasdaq operates but won’t cost anyone extra or cause delays. The SEC quickly approved these updates in December 2025, keeping everything running smoothly and legally sound.
Analyzed Economic Effects
9 provisions identified: 0 benefits, 4 costs, 5 mixed.
Officer Exculpation from Monetary Liability
The Certificate is amended to exculpate certain covered officers of Nasdaq from monetary liability for breaches of fiduciary duty, similar to how directors are treated. The change aligns Nasdaq’s Certificate with amendments to the Delaware General Corporation Law (DGCL) enacted in 2022 and was approved by the SEC in December 2025.
New Forum Selection Clause for Litigation
The By-Laws add a new forum selection provision specifying where certain disputes involving Nasdaq must be litigated. The change was proposed and approved as part of the December 2025 amendments to Nasdaq’s By-Laws.
Changes to Nomination Information Requirements
The By-Laws change what information a Proposing Person must provide when nominating a director, including removing references to others "acting in concert" from certain notice requirements. These amendments were filed Sept. 29, 2025 and modified by Amendment No. 1 in December 2025.
Universal Proxy Representation Requirement
A Proposing Person’s notice must now include a representation about whether the Proposing Person intends, or is part of a group that intends, to solicit proxies or votes in accordance with Rule 14a-19 (the universal proxy rule). This requirement is in the amended By-Laws approved in December 2025.
Limit on Number of Nominees in Certain Cases
The By-Laws are amended to limit the number of nominees a Proposing Person may nominate in certain instances to the number of directors to be elected at that annual meeting. This change is part of the amendments approved in December 2025.
Board Composition: More Issuer Directors Allowed
The amendments remove the current restriction that the Board may not include more than two "Issuer Directors," giving Nasdaq greater flexibility to include more Issuer Directors on its Board. This change appears in the approved December 2025 By-Law amendments.
Board Committee Authority and Term Changes
The By-Laws remove certain limits on Board committees (for example, actions like authorizing preferred stock designations), remove the one-year limitation on committee member terms, and modify committee quorum rules. These amendments were included in the filing amended on Dec. 19, 2025 and approved in December 2025.
Chair of Stockholder Meetings Must Be Officer or Director
The By-Laws are amended to require that the chairman who presides over stockholder meetings shall be an officer or director of Nasdaq. This procedural change is part of the approved December 2025 amendments.
Indemnification Language Clarified
The By-Laws clarify that Nasdaq’s obligation to pay claims or expenses related to indemnification of directors, officers, employees, and agents is limited to claims and expenses not prohibited by applicable law. This clarification is included in the December 2025 amendments.
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