A2| Wednesday, December 2, 2020 ***** THE WALL STREET JOURNAL.
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Our newspapers are 100% sourced from sustainably certified mills.GOT A TIP FOR US? SUBMIT IT AT WSJ.COM/TIPSBlack workerswith a bach-
elor’s degree had a lower aver-
age rate of unemployment in
the 12 months ended in Octo-
ber than Latino workers. The
Outlook column in Monday’s
U.S. News section incorrectly
said Black workers had a
higher unemployment rate at
each level of educational at-
tainment than Latino workers.President-elect Joe Biden
received 23,000 more votes in
Washtenaw County, Mich.,
than Hillary Clinton did four
years earlier. A Politics article
Saturday about young voters
incorrectly said Mr. Biden re-ceived nearly 101,000 more
votes than Mrs. Clinton in
Washtenaw County.Former Zappos.com Inc.
Chief Executive Tony Hsieh
died at a hospital in Bridge-
port, Conn. In some editions
Tuesday, a U.S. Watch article
about the medical examiner’s
findings incorrectly said Mr.
Hsieh died in New London,
Conn., which is where he suf-
fered injuries in a fire.Target Corp. gave its
workers bonuses in July and in
October. A Business & Finance
News article Saturday aboutAmazon.com Inc.’s holiday bo-
nus for workers failed to men-
tion Target’s October bonus.Some U.S. localand state
governments have imposed
lockdowns in response to the
coronavirus pandemic. A Busi-
ness & Finance News article
Saturday about lockdown-wary
financial officers incorrectly
implied that the U.S. experi-
enced a federal lockdown.Bond insurer Assured
GuarantyLtd. has a portfolio
containing about 75% munici-
pal debt. An Oct. 23 Banking &
Finance article about the mu-nicipal-bond insurance indus-
try incorrectly said 96%.Michaela Coel’s sisterad-
mired Ms. Coel’s ability during
childhood to make friends eas-
ily. An article about Ms. Coel
in WSJ. Magazine’s November
issue incorrectly said her sis-
ter was chagrined.Notice to readers
Wall Street Journal staff
members are working remotely
during the pandemic. For the
foreseeable future, please send
reader comments only by
email or phone, using the con-
tacts below, not via U.S. Mail.Readers can alert The Wall Street Journal to any errors in news articles by [email protected] by calling 888-410-2667.CORRECTIONSAMPLIFICATIONS
diversity statistics within a
year. Time frames to meet di-
versity requirements for board
composition would depend on
a company’s listing tier, with
larger companies generally
getting four years to have two
diverse directors, and smaller
companies getting five years.
Executive recruiters said
some companies might face
difficulties complying with the
proposed rules. Board candi-
dates would need to volunteer
during the hiring process that
they identify as LGBTQ, for in-
stance, said Peter Crist, chair-
man of executive recruitment
firm Crist|Kolder Associates.
Critics called Nasdaq’s pro-
posal an overreach. “It’s an Al-ice in Wonderland require-
ment,” said Tom Fitton,
president of conservative legal
group Judicial Watch, which
sued California this year over a
state law mandating greater
boardroom diversity. “This is
Nasdaq getting into woke ide-
ology, and it’s outside the law.”
Ms. Friedman said the pro-
posal would ultimately benefit
investors. “There are many
studies that indicate that hav-
ing a more diverse board...im-
proves the financial perfor-
mance of a company as well as
lowers the risk profile of com-
panies,” the Nasdaq CEO said.
Like other proposed
changes to exchange listing
rules, Nasdaq’s proposal isU.S. NEWS
WASHINGTON—President
Trump threatened to veto an
annual defense-policy bill if it
doesn’t include language re-
voking a provision that gives
social-media companies broad
immunity for the content they
publish from users on their
sites.
Mr. Trump demanded on
Tuesday night that Section
230 of the 1996 Communica-
tions Decency Act be repealed.
“[I]f the very dangerous &
unfair Section 230 is not com-
pletely terminated as part of
the National Defense Authori-
zation Act (NDAA), I will be
forced to unequivocally VETO
the Bill when sent to the very
beautiful Resolute desk,” he
wrote on Twitter.
The president had previ-
ously threatened to veto the
same defense bill, which in-
cludes a 3% pay raise for U.S.
troops, over his opposition to
language that would rename
military bases honoring Con-
federate commanders.
The legislation would au-
thorize a total of $740 billion
in fiscal year 2021 for the De-
fense Department’s and En-
ergy Department’s national-se-
curity programs.
The Senate version passed
86-14, and the House version
passed 295-125, more than thetwo-thirds supermajority
needed to override a potential
veto. Negotiators are working
to hammer out a compromise
bill that would then need to be
passed by each chamber.
Congress has passed annual
defense policy bills every year
for59yearsinarow,withbi-
partisan support.
Presidents from both par-
ties have always signed them,
even after issuing veto threats.
A spokesman for Senate Ma-
jority Leader Mitch McConnell
(R., Ky.) declined to comment.
House Speaker Nancy Pelosi
(D., Calif.) didn’t respond to a
request for comment.
“The President is right,”
tweeted Sen. Josh Hawley (R.,
Mo.), an outspoken critic of
big tech companies.
The annual defense bill is
one of several pieces of legis-
lation Congress is aiming to
pass before the end of the
year, along with a spending
bill to keep the government
funded and legislation to pro-
vide billions of dollars in coro-
navirus aid.
Section 230 has given on-
line companies broad immu-
nity from legal liability for
their users’ actions and wide
latitude to police content on
their sites.
But it has emerged in recent
years as a source of frustra-
tion for the president and his
allies, who allege that social-
media companies are misusing
the provision to limit conser-
vative viewpoints on their
sites. Democrats have raised
separate concerns about parts
of Section 230, arguing it has
allowed companies to ignore
false and dangerous informa-
tion spreading online, and
President-elect Joe Biden has
also called for revoking it.BYANDREWRESTUCCIA
ANDLINDSAYWISEPresident
Threatens
Defense
Bill Veto
At issue is a
provision giving
social-media firms
broad immunity.Amid Presidential Transition, Construction Continues Along U.S.-Mexico Border
IMPASSE: Crews worked on the border wall Tuesday in Jacumba, Calif., as lawmakers in Washington are split over including the project in spending billsneeded to keep
the government running this month. President-elect Joe Biden has said he would stop building the wall.SANDY HUFFAKER/GETTY IMAGES
need to do more to respond to
the proposed rule, said Nelson
Griggs, an executive vice pres-
ident at Nasdaq. “With smaller
issuers, there will be greater
impact,” he said.
Potentially, companies that
fail to meet the requirements
could be delisted, though Nas-
daq executives said that is un-
likely. Companies could satisfy
the rule by making a disclo-
sure that explains why they
aren’t meeting Nasdaq’s diver-
sity target—for instance, be-
cause they have a different
philosophy regarding diversity.
Only firms that don’t make
such a disclosure could face
delisting proceedings. “We are
going to make it so that every
company has a very straight-
forward way to meet the stan-
dards,” Nasdaq Chief Execu-
tive Adena Friedman said.
Most of the biggest compa-
nies listed on Nasdaq appear
to already comply with the
new criteria. Among those
that don’t are Chinese internet
companies Pinduoduo Inc.,
JD.com Inc. and Baidu Inc.,ContinuedfromPageOnewhich have no women on their
boards. Others with all-male
boards include solar company
Array Technologies Inc., bio-
technology company Allakos
Inc. and National Beverage
Corp., maker of LaCroix spar-
kling water.
Foreign and smaller compa-
nies could meet the require-
ment with two female direc-
tors, Nasdaq said. Non-U.S.
companies could satisfy Nas-
daq’s diversity requirements
by appointing board members
from groups that are under-
represented in their countries.
The move is unlikely to de-
ter companies from listing
with Nasdaq, according to
Scott Yonker, a professor of fi-
nance at Cornell University.
“The cost of doing this is
relatively minor,” he said. Be-
cause many big companies
have become more diverse in
recent years, they likely won’t
struggle much to find board
members who meet the re-
quirements, Mr. Yonker said.
Nasdaq’s main rival, the
New York Stock Exchange, set
up an advisory council last
year to help its listed compa-
nies identify board candidates
from diverse groups. But the
NYSE, owned by Interconti-
nental Exchange Inc., hasn’t
gone so far as to mandate it
through a listing rule.
If Nasdaq’s proposal is ap-
proved by the SEC, companies
would have to disclose board-subject to review by the SEC
and will undergo a public-
comment process, meaning it
will likely be months before
the commission approves or
rejects the plan. The decision
would likely come under the
incoming administration of
President-elect Joe Biden, who
will appoint a new person to
lead the SEC. Mr. Biden, a
Democrat, has made diversity
a priority in selecting nomi-
nees for his cabinet.
Corporate boards have
made their ranks somewhat
more diverse. Last year, 44%
of nonexecutive director ap-
pointments that companies
made in the U.S. were women,
according to executive-search
firm Heidrick & Struggles.
That marked the highest share
since the firm began tracking
thedata11yearsago.
And big institutions have
become more vocal about the
importance of diversity.
Goldman Sachs Group Inc.
said this year that it would no
longer underwrite initial public
offerings of companies in the
U.S. and Europe unless they
had at least one “diverse”
board member, with a focus on
women. Asset managers like
BlackRock Inc. and State Street
Global Advisors have pushed
their portfolio companies to
have more female directors.
—Andrew Ackerman
and Chip Cutter
contributed to this article.Nasdaq to
Push Board
Diversity
WASHINGTON—Several Su-
preme Court justices expressed
doubts Tuesday over a lawsuit
that aims to holdNestle USA
Inc. andCargillInc. liable for
the exploitation of child slaves
on Ivory Coast plantations that
supply the foodmakers with co-
coa.
The case was the latest test-
ing of the reach of the Alien
Tort Statute, a law originally
passed in 1789 to conform the
new American Republic to the
“law of nations.” It allows for-
eign citizens to seek redress in
U.S. courts for such affronts to
universal norms as piracy and
attacks on diplomats.
In recent years, human-
rights lawyers have targeted
deep-pocketed companies for
alleged misconduct overseas.
Corporations have fought back,
with significant success, to nar-
row their potential liability inU.S. courts.
In 2013, the court ruled that
foreign corporations were im-
mune from suit under the stat-
ute, in part because it found
such liability could complicate
diplomatic relations and expose
American companies to similar
legal actions overseas. But
Tuesday’s case involved Ameri-
can companies, and Chief Jus-
tice John Roberts immediately
noted the distinction.
“In this case, no foreign
country has objected to the
United States hauling its own
citizens into its own courts, so
why should we be cautious in
terms of international rela-
tions?” he asked. “What objec-
tion would foreign countries
have to ensuring that U.S. cor-
porations follow customary in-
ternational law?”
The “potential for friction
militates against recognizing
foreign injury claims,” replied
Neal Katyal, the lawyer repre-senting the defendant compa-
nies.
Justice Samuel Alito, along
with other justices, seemed re-
luctant to fully immunize Amer-
ican corporations for any hu-
man-rights abuses they might
commit overseas.
“Mr. Katyal, many of your
arguments lead to results that
are pretty hard to take,” said
Justice Alito.
“Suppose a U.S. corporation
makes a big show of supporting
every cause du jour, but then
surreptitiously hires agents in
Africa to kidnap children and
keep them in bondage on the
plantations so that the corpora-
tion can buy cocoa or coffee or
some other agricultural product
at bargain prices,” Justice Alito
said. “You would say that the
victims who couldn’t possibly
get any recovery in the courts
of the country where they had
been held should be thrown out
of court in the United Stateswhere this corporation is head-
quartered and does business.”
“I don’t think your hypothet-
ical states a violation of the
Alien Tort Statute because
there is no domestic injury,”
Mr. Katyal said. More impor-
tant, he added, “your hypotheti-
cal does violate other statutes.”
While corporate liability is in
dispute, there is no legal ques-
tion that the Alien Tort Statute
permits lawsuits against indi-
viduals. Justice Elena Kagan
questioned that distinction.
“If you could bring a suit
against 10 slaveholders, when
those 10 slaveholders form a
corporation, why can’t you
bring a suit against the corpo-
ration?” she asked.
The case was originally filed
in 2005 over abuses that alleg-
edly began in the 1990s. Paul
Hoffman, the Hermosa Beach,
Calif., lawyer who represents
six plaintiffs alleging they were
enslaved on the plantations,sought to minimize the implica-
tions of letting the suit proceed
under the Alien Tort Statute.
The suit alleges that Cargill
and Nestle aided and abetted
the violation of international
laws against child slavery.
“These corporations set up a
supply chain where they know
that cocoa beans are being
made by means of child-slave
labor,” Mr. Hoffman said, allow-
ing the companies to buy the
commodity cheaply and gain a
competitive advantage in the
U.S. market.
Other justices suggested that
Congress, rather than the
courts, was the better place to
seek more expansive liability
for child slavery.
“This case really is a case, I
think, about the proper role of
the judiciary as compared to
the proper role of Congress
here in fleshing out the Alien
Tort Statute,” said Justice Brett
Kavanaugh.BYJESSBRAVINCourt Hears Suit on Child-Slavery Liability
Nasdaq will make it so ‘every company has a very straightforward
way to meet the standards,’ said its chief, Adena Friedman.SIMON DAWSON/BLOOMBERG NEWS