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Who Is A Female? New California Statute Provides An Answer

California's new gender quota law, SB 826, has attracted widespread attention.  The law mandates that a publicly held domestic or foreign corporation with its principal executive offices, according to the corporation’s SEC Form 10-K, located in...

Corporate Governance

Does Governor Brown's Signing Message Have Any Legal Effect?

In 1968, Richard Nixon campaigned for president claiming to have a secret plan to end the war in Vietnam.  With the war still continuing in 1971, Congress included in the Military Procurement Authorization Act the "Mansfield Amendment" urging...

Corporate Governance

As The Clock Winds Down, Criticism Of California's Gender Quota Bill Winds Up

The Governor has until this Sunday to sign or veto bills passed by the legislature before September 1.  Cal. Const. Art. IV, Sec. 10(b)(2).  One bill in the Governor's inbox is SB 826.  If signed by the Governor, SB 826 would impose gender quotas on...

Corporate Governance

What Can Be Done When Shareholders Can't Be Found Or Creditors Won't Accept Payment

What is a corporation to do when:

  • A shareholder is unknown;
  • A shareholder fails or refuses to accept their payment, dividend, or distribution in cash or property;
  • A shareholder's whereabouts cannot be ascertained after diligent inquiry;
  • The...

Corporate Governance

A Not So Fabulous Fable Of Shareholder Inspection

This not so fabulous fable is about a small Nevada corporation, Cwmni Cyfyngedig, Inc. ("CCL").  It is set in the not too distant future.

Dick Plantagenet had founded CCL as a purveyor of red and white rose themed products.  Needing more capital,...

Corporate Governance

Increasing The Size Of The Board And Rounding Out The Hours

Yesterday, I noted that California's proposed board gender quota bill, SB 826, includes the following provision: "A corporation may increase the number of directors on its board to comply with this section".  I'm not sure what to make of this...

Corporate Governance

The SEC's New C&DI And Cumulative Voting

Last Friday, the staff of the Securities and Exchange Commission issued 45 new Compliance & Disclosure Interpretations relating to proxy solicitations and related schedules.  One of these dealt with the issue of cumulative voting:

Question 124.01:...

Corporate Governance

Is The Codification Of A Director's Standard Of Care A "Liability Created By Law"?

By codifying the standard of performance of directors in Corporations Code Section 309 did the legislature create a liability by law? 

But first, why would this even be a question?  It is a question because California Code of Civil Procedure...

Corporate Governance

Pay Ratios And Sustainability

California Senator Benjamin Allen would like to establish an Office of Sustainability within the Governor’s Office of Business and Economic Development, also known as GO-Biz.  His bill, SB 950, would require the Office of Sustainability to establish...

Corporate Governance

Legislator Seeks University Study Of Diversity At California High Technology Companies

California Assemblymember Chris Holden has authored a bill that would require the University of California to conduct a study of the racial and ethnic diversity of the board of directors and employees of California high technology companies.  The...

Corporate Governance

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
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