Public & Reporting Companies

Public companies listed on Nasdaq carry ongoing compliance obligations that extend well beyond the initial listing application. Nasdaq's Rule 5605 requires independent board majority, compliant audit committee composition (including SOX §301 financial expert requirements), compensation committee independence, and nomination/governance committee composition — obligations that must be continuously monitored and, when board composition changes, promptly re-evaluated. Director independence determinations require careful analysis against Nasdaq's definition of independence — a definition more demanding than the independence concepts applied in many proxy advisory firm policies.

Disclosure obligations for Nasdaq-listed companies include Nasdaq Rule 5250's requirement for prompt disclosure of material information and the SEC's Regulation FD, which prohibits selective disclosure of material non-public information to certain market participants. Together, these obligations demand written policies, trained investor relations and communications staff, and clear escalation procedures for determining what is material and when disclosure is required. The consequences of a Regulation FD violation extend beyond SEC enforcement to include reputational damage in the capital markets.