Nasdaq Updates Bylaws to Match State Laws Seamlessly
Published Date: 12/23/2025
Notice
Summary
Nasdaq and its six exchanges updated their main rules and bylaws to match new Delaware laws and modern business practices. This change affects Nasdaq, Inc. and its exchanges but won’t cost anyone extra or change how they operate day-to-day. The SEC gave the green light by the end of 2025, so these updates are official and ready to roll!
Analyzed Economic Effects
4 provisions identified: 0 benefits, 3 costs, 1 mixed.
Officers Shielded From Money Damages
Nasdaq amended its Certificate to exculpate covered officers from monetary liability for breach of fiduciary duty, similar to the existing treatment of directors. The Exchanges filed the Proposals on September 26, 2025 and the SEC approved them on December 18, 2025.
New Forum Selection for Disputes
The By-Laws add a new forum selection provision. The change was proposed on September 26, 2025 and approved by the SEC on December 18, 2025.
Tighter Rules for Shareholder Nominees
The By-Laws now specify more detailed information Nasdaq may request about a proposed stockholder nominee and remove the phrase about others "acting in concert." Notices from a Proposing Person must include a representation about whether they intend to solicit proxies under Rule 14a-19. In some cases, the number of nominees a Proposing Person may submit is limited to the number of directors to be elected. These changes were proposed September 26, 2025 and approved December 18, 2025.
Board Can Include More Issuer Directors
The By-Laws remove the restriction that the Board may not include more than two "Issuer Directors," giving Nasdaq greater flexibility to include Issuer Directors on the Board. The Proposals were filed September 26, 2025 and approved December 18, 2025.
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