The Securities and Exchange Commission recently approved a proposal by the Nasdaq to diversify corporate boards. The Nasdaq’s proposed rule is aspirational, requiring disclosure of compliance or an explanation of non-compliance. However, the proposal has drawn heated debate in both political and business circles, with some arguing for needed integration of corporate boards, and others arguing that the policy is racially discriminatory.
Today a unanimous U.S. Supreme Court, in an opinion by Justice Gorsuch, upheld a 9th Circuit decision that the NCAA’s rules for compensating Division I football and basketball players are subject to a full Rule of Reason analysis, and that NCAA conferences and school may permit certain education-related benefits.
The underlying decision involved a district court’s injunction of restrictions by NCAA conferences and schools that imposed caps on education-related benefits to athletes, such as rules that limit scholarships for graduate or vocational school, payments for academic tutoring, or paid post-eligibility internships. The 9th Circuit affirmed the district court’s decision and the NCAA appealed to the Supreme Court. The Supreme Court’s opinion upheld the lower courts’ findings that providing certain education-related benefits to students would not blur the line between college and professional sports, and therefore would not lead to a decrease in viewership for college games on television.
New York, January 25, 2021 – The SEC sent a message to public companies recently when it settled an investigation involving well-known eatery, Cheesecake Factory (see SEC Order). The company’s failure to make accurate disclosures about its financial condition, as prompted by Covid-19 realities, was egregious, yet the SEC’s order allowed the company to neither admit nor deny liability, to pay a civil money penalty of $125,000, a slap on the wrist for a public company, and agree to cease and desist from committing or causing any violations and any future violation of the reporting standards of Section 13(a) of the Securities Exchange Act of 1934 and Rules 12b-20 and 13a-11 thereunder. What is the message? The Staff is watching – closely.