The debate continues over the propriety of “golden leash” payments by third parties to directors in connection with service on public company boards. In light of this debate, Nasdaq is seeking comments from listed companies, investors and others about whether or not Nasdaq should “adopt rules to either prohibit directors that receive third-party payments from being considered independent directors under Nasdaq rules or from serving on the Board at all” (emphasis added). Nasdaq recently proposed, and the SEC rejected, rules that would require public companies to disclose these third-party compensation arrangements. It is likely that Nasdaq will revise and resubmit its proposed disclosure rule, and its survey implies that it would also consider going further than just requiring disclosure of these arrangements. The U.S. securities laws do not currently require disclosure of compensation arrangements between a board nominee and the nominating shareholder or conflicts of interest that such arrangements may present in contested proxy solicitations, and Nasdaq listing rules do not currently restrict directors who receive third-party payments from qualifying as “independent” for purposes of full board and committee composition requirements. Respond to Nasdaq’s survey by March 18, 2016, and read our prior discussion of the debate over these arrangements.