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.
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
2026-10373 — 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!
2026-10669 — Self-Regulatory Organizations; MX2 LLC; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend Rule 2.4, Mandatory Participation in Testing of Backup Systems
MX2 LLC is updating its rule to change how it picks certain options traders to join backup system tests during its first year of operation. This means some traders will have to help test disaster recovery plans to keep things running smoothly. The change kicks in right away and helps protect the market without adding extra costs.
2026-10808 — Paxos Securities Settlement Company, LLC; Order Granting an Application for Temporary Registration as a Clearing Agency Under Section 17A of the Securities Exchange Act of 1934
Paxos Securities Settlement Company just got the green light for temporary registration as a clearing agency, meaning they can now help settle and clear securities trades safely and smoothly. This affects investors and financial firms who rely on quick, secure trade settlements. The approval kicks in right away, setting the stage for Paxos to shake up how trades get finalized, with no immediate cost changes announced.
2026-10667 — Self-Regulatory Organizations; NYSE Arca, Inc.; Notice of Designation of a Longer Period for Commission Action on Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To List and Trade Shares of the T. Rowe Price Active Crypto ETF Under NYSE Arca Rule 8.201-E (Generic) Commodity-Based Trust Shares
The SEC is taking more time to decide if the T. Rowe Price Active Crypto ETF can be listed and traded on the NYSE Arca exchange. This affects investors interested in crypto ETFs and could impact when this new fund becomes available to trade. No money changes yet, but the decision deadline has been extended to ensure a thorough review.
Previous / Next Documents
Previous: 2025-24056 — Self-Regulatory Organizations; The Options Clearing Corporation; Notice of Filing and Immediate Effectiveness of Proposed Rule Change by The Options Clearing Corporation Concerning a Change in the Maximum Contingent Operational Loss Fee Listed in OCC's Schedule of Fees in Accordance With OCC's Capital Management Policy
The Options Clearing Corporation (OCC) just updated the maximum fee it can charge for unexpected operational losses. This change affects traders and firms using OCC’s services by adjusting the fee limits to better manage risks. The new fee schedule took effect immediately on December 19, 2025, helping OCC keep its financial safety net strong without surprise costs.
Next: 2025-24058 — Joint Industry Plan; Notice of Filing of the Second Amendment to the Limited Liability Company Agreement of CT Plan LLC To Adopt a Fee Schedule
Big stock market players teamed up to create a new fee schedule for the CT Plan, which helps share important trading info. This change affects vendors and subscribers who use this data, and it sets clear prices starting soon. The SEC is now asking for public feedback before making it official, so everyone gets a fair say!