To embed, copy and paste the code into your website or blog: Democrats and Republicans are busy “lobbying” the SEC these days. Republicans want the SEC to nix Nasdaq’s proposal for new listing rules regarding board diversity and disclosure. Democrats want the SEC to beef up its insider trading rules in connection with Rule 10b5-1 plans. Will either find a receptive audience? Letter from Republican Senators. In a letter to Acting SEC Chair Allison Lee, Senator Pat Toomey and the other Republican members of the Senate Committee on Banking, Housing, and Urban Affairs asked the SEC to reject the Nasdaq board diversity proposal. You might recall that, at the end of 2020, Nasdaq filed with the SEC a proposal for new listing rules regarding board diversity and disclosure. The new listing rules would adopt a “comply or explain” mandate for board diversity for most listed companies and require companies listed on Nasdaq’s U.S. exchange to publicly disclose “consistent, transparent diversity statistics” regarding the composition of their boards. Under the proposal, new Rule 5605(f), Diverse Board Representation, would require Nasdaq-listed companies, subject to certain exceptions, to have at least one director who self-identifies as a female, and to have at least one director who self-identifies as an Underrepresented Minority or LGBTQ+. The term “Underrepresented Minority” reflects the EEOC’s categories and would include Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, and two or more races or ethnicities. If a company did not satisfy the new diversity “expectations,” it would be required to explain, in its annual proxy statement or on its website, why it “does not have at least two directors on its board who self-identify in the categories listed above.” In addition, under new Rule 5606, Board Diversity Disclosure, Nasdaq-listed companies, subject to certain exceptions, would be required to provide annually, in a proposed Board Diversity Matrix format, statistical information regarding the company’s board of directors related to a director’s self-identified gender, race and self-identification as LGBTQ+. The disclosure would be required in either the company’s proxy statement for its annual meeting or on the company’s website. (See this PubCo post.)