Nasdaq ISE Pushes Paperwork Updates for Corporate Governance
Published Date: 10/1/2025
Notice
Summary
Nasdaq ISE, LLC wants to update the official rules and documents of its parent company, Nasdaq, Inc., to match new Delaware laws and modern business practices. These changes affect how Nasdaq runs things behind the scenes but won’t cost anyone extra or change trading. The updates are set to roll out soon after approval, keeping Nasdaq sharp and up-to-date.
Analyzed Economic Effects
8 provisions identified: 5 benefits, 0 costs, 3 mixed.
Officer Exculpation Added to Certificate
NASDAQ's Certificate would add the words "or officer" to Article Sixth so certain officers can be exculpated from monetary liability for breaches of the duty of care, consistent with Delaware law (8 Del. C. §102(b)(7)). NASDAQ's Board approved this change April 23, 2025 and stockholders approved the Certificate amendments June 11, 2025.
Removing 'Acting in Concert' Language
The By-Laws would delete references to stockholders "acting in concert" (e.g., in advance-notice and special-meeting provisions) and replace them with narrower phrasing such as "knowingly coordinating." The Exchange says this is intended to reduce litigation targeting of stockholders.
Proxy/Nomination Rules Aligned with Universal Proxy
The By-Laws would (a) limit the number of nominees a Proposing Person may nominate when the board size increases so nominees do not exceed the number of directors to be elected, (b) allow the Corporation to disregard nominees who fail to comply with the SEC's universal proxy Rule 14a-19, including requiring reasonable evidence no later than five business days prior to the meeting, and (c) make Section 3.6's proxy access exclusive method carve out nominees included pursuant to Section 14a-19.
Narrower Information Requests for Nominees
The By-Laws would limit the additional information NASDAQ may request about a proposed director nominee to information reasonably required to determine whether the nominee is qualified under the Certificate, the By-Laws, applicable stock exchange rules, or any law or regulation. The change was approved by NASDAQ's Board April 23, 2025.
Clearer Definitions for 'Affiliate' and 'Principal Competitor'
The By-Laws would clarify that "affiliate" references are to entities reflected on NASDAQ's most recent Form 10-K and that "principal competitor" is as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914. These clarifications apply to advance-notice disclosure requirements.
Board Composition Flexibility — More Issuer Directors
The By-Laws would remove the prior limit that the Board include "at least one, but not more than two" Issuer Directors, allowing NASDAQ to have more Issuer Directors on its Board. The Exchange states this provides greater flexibility to add officers of NASDAQ-listed companies.
Committee Powers and Term Flexibility Expanded
NASDAQ proposes to opt into Delaware Section 141(c)(2), remove certain limits on committee authority (including actions related to stock authorizations), delete fixed one-year committee term language, and change quorum rules for committees to be based on members then serving. The Exchange says these amendments align the By-Laws with Delaware law and current Board practices.
Audit Committee Chair Requirement Relaxed
The By-Laws would remove language requiring the Chair of the Audit Committee to be a Public Director and clarify that the Audit & Risk Committee (or successor) shall be known as the "Audit Committee." The Exchange notes SEC and NASDAQ independence standards still apply.
Personalized for You
How does this regulation affect your finances?
Personalize government policy and PRIA will tell you what this federal register document means for your household, plus every other regulation we track. PRIA reads each provision against your financial profile to show you exactly what matters to your wallet.
Key Dates
Department and Agencies
Related Federal Register Documents
2026-19260, Rescission of Rule 14a-8's Federal Regulation of Shareholder Proposals and Amendments to Rule 14a-4
The SEC wants to stop its federal rule that controls how shareholders can make proposals at company meetings, letting state laws and company rules take over instead. They’re also changing rules so companies can sometimes vote on proposals not in their official materials—but shareholders can opt out if they want. This affects investors and companies, with comments open until November 20, 2026, and could shake up how shareholder voices are heard and counted.
2026-18424, Political Contributions by Certain Investment Advisers
The Securities and Exchange Commission (the "Commission" or the "SEC") is proposing to rescind the political contribution rule under the Investment Advisers Act of 1940 (the "Advisers Act"), which prohibits investment advisers from providing investment advisory services for compensation to a government client for two years after an adviser or any covered associate of the adviser makes a contribution to certain categories of elected officials or candidates, among other prohibitions. In the more than fifteen years since the rule was adopted, implementation challenges associated with the political contribution rule have resulted in a range of significant unintended consequences, including compliance practices among some investment advisers that may have had the effect of restricting all political contributions by the investment advisers and their employees. Market participants also have stated that the political contribution rule is burdensome, complex, and both lacks clarity and creates a de facto strict liability standard. The Commission is of the view that other existing requirements of the Advisers Act and its associated rules, including prohibitions on fraud, fiduciary duty requirements, the compliance rule, and the code of ethics rule (defined below), are likely sufficient to address pay-to-play practices while allowing an adviser the flexibility to implement an approach that is more appropriately tailored to its particular risks, rendering the political contribution rule unnecessary. The Commission also is proposing to amend the rule under the Advisers Act pertaining to books and records consistent with the proposed rescission.
2026-18190, Transfer Agent Rules
The U.S. Securities and Exchange Commission ("SEC" or "Commission") is proposing to adopt new rules, amend existing rules, amend the existing form for registration with the Commission as a transfer agent (Form TA-1) and the existing form for reporting activities of transfer agents (Form TA-2), and rescind an existing rule governing registered transfer agents. The proposals are designed to modernize the rules governing registered transfer agents.
2026-17183, Regulation Crypto Assets
The Securities and Exchange Commission ("Commission") is proposing new rules to create a tailored offering regime for certain investment contracts involving crypto assets. The proposed offering regime is intended to facilitate capital formation and accommodate innovation within the crypto asset markets while, at the same time, ensuring that investors are adequately protected and provided with the information they need to make informed investment decisions. The proposed rules would be set forth in a new regulation titled "Regulation Crypto Assets" and would include two exemptions from the registration requirements of section 5 of the Securities Act of 1933. The first exemption would permit offerings of up to $5 million during a four-year period. The second exemption would permit offerings of up to $75 million during each 12-month period. Under both exemptions, issuers would be required to make certain principles-based narrative disclosures available to their investors. In addition, issuers under the second exemption would be required to provide financial statements and would be subject to ongoing reporting requirements. Issuers that rely on these exemptions would remain subject to the antifraud and antimanipulation provisions of the Federal securities laws. The proposed rules also would include a conditional safe harbor from the term "investment contract" in the definitions of "security" in the Securities Act of 1933 and the Securities Exchange Act of 1934. If the conditions of that proposed safe harbor are satisfied, then a crypto asset would be deemed not to be subject to an investment contract for purposes of those definitions of "security."
2026-12163, The Trade-Through Rule and Locked and Crossed Markets Provisions of Regulation NMS
The SEC wants to scrap some old rules that stop stocks from being traded at worse prices and prevent confusing market quotes. This change affects stock traders and exchanges, aiming to simplify trading and possibly speed things up. If you want to share your thoughts, you’ve got until August 17, 2026, so don’t miss out!
2026-10373, Registered Offering Reform
The SEC wants to make it easier and cheaper for more companies to sell their stocks and bonds to the public. They’re opening up special forms and benefits to more businesses, updating rules to be more modern, and cutting red tape by overriding some state rules. If you’re a company planning to raise money, these changes could speed things up and save you money, with feedback due by July 27, 2026.
Previous / Next Documents
Previous: 2025-19174, DFA Investment Dimensions Group Inc., Dimensional Investment Group Inc., Dimensional ETF Trust and Dimensional Fund Advisors LP
Dimensional Fund Advisors and its related companies want permission to offer a new type of investment fund that combines exchange-traded shares (ETFs) with regular mutual fund shares in one package. This change would make it easier for investors to choose how they want to invest, with smoother operations and more flexibility. If approved, this could roll out soon, giving investors fresh options without extra costs or delays.
Next: 2025-19176, Self-Regulatory Organizations; Fixed Income Clearing Corporation; Order Approving Proposed Rule Change To Add Basis Risk Haircut Charge to Certain Models
The Fixed Income Clearing Corporation (FICC) is adding a new charge called the basis risk haircut to some of its risk models for mortgage-backed securities. This change helps FICC better protect itself and its members from financial risks when trading these securities. The update was approved by the SEC and will start soon, making the market safer without extra costs for now.