Stacey Bowers
Stacey Bowers
Stacey Bowers is an Assistant Professor of the Practice of Law at the University of Denver Sturm College of Law. She teaches Corporate Drafting, Accounting for Lawyers, and How to Read and Understand Public Company Financial Statements in the law school’s Corporate and Commercial Certificate Program.
She is an editor and contributor to The Race To The Bottom blog and serves as a coach for the law school’s national transactional moot court competition team. Stacey practiced corporate and securities law for over 14 years. She received her BS in Accounting from the University of Pittsburgh in 1988, and her JD in 1992, MLIS in 2006, and PhD in 2010 from the University of Denver. She is a member of the Colorado Bar Association and California Bar Association. Stacey serves on the NALA Certifying Board.
Even though Nasdaq’s new board diversity rules were approved by the Securities and Exchange Commission (“SEC”) in August 2021, most public companies will not be required to comply with the rules’ standards until 2023, assuming the rules are not overturned based on the legal challenges they are currently facing. (Nasdaq, Rule 5605(f); Bre Bradham and Patrica Hurtado, Bloomberg Law). However, other corporate diversity advocates, including shareholders and institutional investors, are currently pushing for greater diversity on boards of directors and company disclosures stating the racial and gender make-up of the board of directors (“board”). . .
Nasdaq adopted a new board diversity rule in August 2021 requiring greater diversity in the boardroom for companies listed on its exchange, with the focus of the new rule requiring increased representation and disclosure of board members who self-identify as a female, an underrepresented minority, or LGBTQ+. (Michael Nagle, Bloomberg Law; Securities and Exchange Commission). While these new requirements are a step in the right direction, there is a category of underrepresented individuals excluded from the existing diversity rules – people with disabilities. . .
While publicly-traded companies are coming under greater scrutiny and facing additional requirements to create diversity on their boards of directors (“boards”), private companies continue to skate under the radar on this front. One reason for this is that private companies do not face the same disclosure requirements that public companies do. (Ann Shepherd & Gené Teare, Crunchbase News). Another is that there is little information about the make-up of the boards of most private companies. However, in 2019 three organizations undertook a study of gender diversity of private company boards and built on that study in 2020 looking at both gender and racial and ethnic diversity. . .
Nasdaq Inc.’s - a United States financial services company that operates stock exchanges - proposed rules regarding diversity on boards of directors were approved by the Securities and Exchange Commission (“SEC”) on August 6, 2021. (SEC, SEC Release 34-92590). In order for a self-regulatory agency (an organization, such as Nasdaq, that provides standards for and regulates its own industry) to change a rule, it must file the proposed change with the SEC and seek approval. (17 CFR § 240.19b-4; Adam Hayes, Investopedia). Nasdaq filed two proposed rule changes with the SEC on December 1, 2020, which proposed changes were published in the Federal Register and underwent the standard review and comment process. (SEC, SEC Release 34-92590; SEC, Federal Register). . .
On November 5, 2019, the Securities and Exchange Commission (“SEC”) proposed amendments to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which governs the shareholder proposal process. The proposed amendments, which the SEC has said are meant to modernize the rules that have not been significantly updated since 1954 (SEC Press Release, SEC Proposes Amendments to Modernize Shareholder Proposal Rule), have the potential to limit activism by smaller shareholders.
The Public Company Accounting Oversight Board (PCAOB) is a nonprofit entity that was created with the passage of the Sarbanes-Oxley Act of 2002 and established by Congress to oversee the audits of public companies with the goal of protecting investors and the public's interest by promoting accurate and independent audit reports (About the PCAOB). In addition to its oversight of public company audits, the PCAOB also oversees the audits of brokers and dealers (About the PCAOB). Much like the Securities and Exchange Commission (SEC), the PCAOB's mission is to protect investors.
According to CoinMarketCap, as of July 24, 2018 the total market capitalization of all cryptocurrencies was just shy of $303 billion with Bitcoin’s market capitalization at $140 billion (17.1 million coins in circulation), down from a high of $828 billion and $294 billion, respectively, in early January 2018.
A recent report in the Financial Times indicates that there are approximately 1,600 individual investors (generally thought to be high net worth individuals), known as “Bitcoin whales” who hold one-third of the Bitcoins in circulation, and of those, approximately 100 investors own between 10,000 and 100,000 Bitcoin each in their wallets.
An initial coin offering (ICO) is the term used to describe the method that a crypto firm or company utilizes to raise capital to fund a particular venture or project through the sale of its tokens. While an ICO is similar to the concept of raising capital by selling shares of stock, it is also different because the crypto firm is selling a digital asset (i.e. a token). The tokens can be utility tokens meaning the investor can use the tokens to access a product or a service or the tokens can be security tokens meaning the investor has some type of an investment stake. Another significant difference is that investors in ICOs do not generally have an ownership interest in the crypto firm, like a purchaser of common stock. Though this difference in investment may change with the advent of equity tokens. Yet, similar to owning stock, investors earn a return as a result of an increase in the value of their tokens, whether as utility or security token holders.