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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

Legislature Mulls Mandating Board Interviews Of Everyone But Nonbinary Persons And Caucasian Males

I have previously written about one California legislator's plan to impose gender quotas on publicly traded companies that have their principal executive offices in the state.  The bill is being heard today by the Senate Banking and Financial...

Corporate Governance

California Bill Would Mandate Gender Quotas For Publicly Traded Companies

Earlier this month, California Senators Hannah-Beth Jackson and Toni G. Atkins introduced a bill, SB 826, that would require a publicly held corporation with its principal places of business in California to have a minimum number of women...

Legislation, Corporate Governance

Consternation Over Congress' Elimination Of Outside Directors

The "Tax Cuts and Jobs Act" is giving compensation committees and their advisors much to consider.  Readers may recall that the limitation on a public company's ability to deduct compensation of specified officers did not apply to certain qualified...

Corporate Governance

What California Lawyers May Learn From This Delaware Case

Shortly before leaving Delaware's Court of Chancery in 2015, Vice Chancellor Donald F. Parsons issued a decision that is widely known for the conclusion that Section 205 of the Delaware General Corporation Law does not authorize the Court of...

Corporate Governance

Would Glass Lewis Have Anything To Do If It Were Consistent?

Ralph Waldo Emerson famously derided a foolish consistency, famously writing in his essay, Self-Reliance:

"With consistency a great soul has simply nothing to do. He may as well concern himself with his shadow on the wall. Speak what you think now...

Glass Lewis, section 602(a), Supermajority vote, Bob Lamm, California Corporations Code, Corporate Governance, proxy voting guidelines, Section 902(a)

Can A Corporation Be An Officer?

William & Mary Law Review recently published Professor Stephen Bainbridge's article, Corporate Directors in the United Kingdom.  The abstract begins with the following observation:

In the United States, state corporation law uniformly provides that...

officers, Corporate Governance, Cal. Corp. Code Section 312, director, natural person, NRS 78.115, NRS 78.130, Section 18, Section 312

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