Nasdaq Listing Advisory

Maintaining a Nasdaq listing requires ongoing compliance with a comprehensive set of corporate governance and disclosure standards codified in Nasdaq's Rule 5000 series. These requirements extend well beyond the initial listing application. Listed companies must maintain board composition standards, committee independence requirements, director qualification standards, equity compensation plan approval processes, and disclosure obligations on a continuous basis. Failure to maintain compliance can trigger a Nasdaq deficiency notice and, if not remediated, initiate a delisting proceeding.

Nasdaq Rule 5605 establishes the core governance requirements for listed companies, including majority board independence, audit committee composition (including the financial expert requirement under SOX §301), compensation committee independence, and nomination/governance committee requirements. Director independence determinations require careful factual analysis — the definition of independence under Nasdaq rules is more demanding than many boards appreciate, and the consequences of an incorrect independence determination can create material governance deficiencies.

Nasdaq's disclosure obligations under Rule 5250 require prompt disclosure of material information — including material corporate events, director changes, material amendments to governance documents, and specified financial events. Reg FD compliance — the SEC's rule prohibiting selective disclosure of material non-public information — runs in parallel with Nasdaq's disclosure requirements and demands written policies, training, and escalation procedures for investor relations and executive communications.

When Nasdaq issues a deficiency notice, the timeline for response and remediation is strict. Nasdaq's Listing Qualifications staff operates under defined procedures for handling non-compliance, and a company's response — including its plan of compliance and supporting documentation — is evaluated against specific standards. Doo Compliance has advised listed companies through Nasdaq staff review processes and, where necessary, Nasdaq Hearing Panel proceedings.