Nasdaq Files More Bylaw Changes for Philadelphia Clearing Arm
Published Date: 10/3/2025
Notice
Summary
The Stock Clearing Corporation of Philadelphia (SCCP) 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 Nasdaq’s governing papers but won’t cost anyone extra or change how things work right now. The SEC is asking for public feedback before giving the green light.
Analyzed Economic Effects
5 provisions identified: 2 benefits, 1 costs, 2 mixed.
Officer Exculpation Added to Certificate
The Certificate would be amended to add the words "or officer" where the Certificate currently exculpates directors, so certain covered officers would be exculpated from monetary liability for breach of the duty of care in narrow circumstances. The change follows a 2022 amendment to Delaware law (8 Del. C. Section 102(b)(7)) and was approved by Nasdaq stockholders at the June 11, 2025 annual meeting after Board approval on April 23, 2025.
Changes to Nomination and Proxy Notice Rules
The By-Laws would narrow what information Nasdaq can require from a stockholder nominating a director, delete certain "acting in concert" language, clarify definitions of "affiliate" (as shown on the most recent Form 10-K) and "principal competitor" (as defined under Section 8 of the Clayton Act), and add procedures tied to the SEC's universal proxy rule (Rule 14a-19), including a requirement to deliver evidence no later than five business days before the meeting. SCCP's Board approved these By-Law changes on April 23, 2025.
Expanded Committee Powers and Stock Authority
The By-Laws would state the corporation has opted into Section 141(c)(2) of Delaware law and would remove limits on committee actions so committees may, consistent with Delaware law, take actions such as authorizing preferred stock designations. SCCP says this aligns Nasdaq's By-Laws with Delaware law and provides the company greater flexibility over committee authority.
No Immediate Cost or Operational Change
SCCP says the proposed amendments update Nasdaq's governing papers but "won’t cost anyone extra or change how things work right now." The SEC published the filing for comment after SCCP filed the proposed changes on September 29, 2025.
Removal of Limit on Issuer Directors
Section 4.3 of the By-Laws would be amended to remove the current limit that the Board "may include at least one, but not more than two, Issuer Directors," thereby removing the cap on the number of Issuer Directors who may serve on Nasdaq's Board. SCCP states this change gives Nasdaq greater flexibility to recruit officers of Nasdaq-listed companies.
Your PRIA Score
Personalized for You
How does this regulation affect your finances?
Sign up for a PRIA Policy Scan to see your personalized alignment score for this federal register document and every other regulation we track. We analyze your financial profile against policy provisions to show you exactly what matters to your wallet.
Key Dates
Department and Agencies
Related Federal Register Documents
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.
2026-10222 — Enhancement of Emerging Growth Company Accommodations and Simplification of Filer Status for Reporting Companies
The SEC is making it easier for companies that report their finances by simplifying their categories into just two groups: big and small filers. Smaller companies, including emerging growth ones, will get more time to file reports and enjoy simpler rules, while big companies keep stricter standards. These changes aim to save time and money, with feedback open until July 20, 2026.
2026-07651 — Concept Release on Consolidated Audit Trail and Other Audit Trails and Data Sources
The SEC wants your thoughts on how it tracks stock market trades using the Consolidated Audit Trail and other data tools. They’re thinking about updating rules to keep up with new tech, privacy, and security needs, and to make sure the system is fair and cost-effective. If you’re involved in the stock market or data tracking, speak up by June 22, 2026!
2026-13824 — Datum One Series Trust and Polar Capital LLP
Datum One Series Trust and Polar Capital LLP want to create a new kind of investment fund that offers both exchange-traded shares (like ETFs) and regular mutual fund shares all in one fund. This change could make investing easier and more flexible for people using these funds. If no one asks for a hearing by July 31, 2026, the SEC will likely approve this new setup soon.
2026-13816 — Agency Information Collection Activities; Proposed Collection; Comment Request; Extension: Rule 15b9-1
The SEC is asking for comments to extend a rule that affects brokers and dealers who trade stocks. If they trade off an exchange they belong to, they usually have to join a special group called an Association, but some exceptions apply. This keeps trading fair and safe without adding extra costs or paperwork for most folks.
Previous / Next Documents
Previous: 2025-19447 — Certain Photodynamic Therapy Systems, Components Thereof, and Pharmaceutical Products Used in Combination With the Same; Notice of Request for Submissions on the Public Interest
The government is asking for your thoughts on a case about certain light-based therapy systems and related products. If these products broke any rules, the officials want to know how to fix the problem and what costs might be involved. This call for comments is open now, so anyone interested should speak up before decisions are made.
Next: 2025-19449 — Electrolytic Manganese Dioxide From China; Scheduling of an Expedited Five-Year Review
The government is quickly checking if stopping extra taxes on electrolytic manganese dioxide from China would hurt U.S. businesses again. This review affects companies that make or sell this material and could change import costs soon. The decision will help keep trade fair and protect American jobs.