California Corporate & Securities Law

Every publicly traded California corporation and every publicly traded foreign corporation that is registered with the California Secretary of State to transact intrastate business must file an annual Corporate Disclosure Statement. Cal. Corp. Code...

Late last month, Nasdaq filed modifications and clarifications to its proposed board diversity listing rule.  After reading Nasdaq's  announcement, I searched in vain for the proposal on the SEC's Self-Regulatory Organization webpage. Yesterday, I...

In this post, I questioned the accuracy of the California Secretary of State's definition of "publicly held corporation", a term that is used in both the female and underrepresented communities quota statutes. Cal. Corp. Code §§ 301.3(f)(2),...

A California corporation or a foreign corporation that has registered to transact intrastate business in California may be required to file either one or two annual statements with the Secretary of State. It may also be subject to California's quota...

On March 1, the Secretary of State released the report on California's female director quota requirement mandated by Corporations Code Section 301.3.  The report is included on the Women on Boards page of the Secretary's website. That page also...

I am aware of two pending challenges to the constitutionality of California's female director quota mandate.  One, Crest v. Padilla, is pending in the Superior Court in Los Angeles.  The other, Meland v. Padilla, is pending in the U.S. District Court...

California currently imposes unique disclosure requirements on publicly traded corporations.  See California Joins The Parade: The California Corporate Disclosure Act, 16 Insights 21 (2002). These disclosures are at best useless because they...

The California Revised Uniform Limited Liability Company Act authorizes the conversion of a limited liability company into various other types of entities, including a corporation. Cal. Corp. Code § 17710.02. Following conversion, the succeeding...

Yesterday, the California Secretary of State's office released what is calling the "Women On Boards" report. The Secretary of State's office is required to publish this report on its website pursuant to Corporations Code § 301.3. Below are the...