California Corporate & Securities Law

In August, I reported on the filing of a taxpayer challenge to California's Board Gender Quota Law. California's Secretary of State, Alex Padilla, was named as the defendant in his official capacity. The plaintiffs allege that the law (SB 826)...

Three researchers (two at Clemson and one the University of Arizona) recently announced the results of their study of the impact of California's board gender quota law (SB 826) on publicly traded [sic] firms headquartered in California. They found...

Consider the following provision of in a contract between a general contractor and a subcontractor:

As noted yesterday, the Securities and Exchange Commission has proposed to amend Rule 14a-8 to modernize "the process for shareholder proposals to be included in a company’s proxy statement". Among other things, the SEC is proposing to amend the...

Yesterday, the Securities and Exchange Commission proposed amendments to Rule 14a-8, which requires companies subject to the federal proxy rules to include shareholder proposals in their proxy statements, subject to certain procedural and...

Late last month, Governor Gavin Newsom declared a statewide emergency due to the effects of unprecedented high-wind events which have resulted in fires and evacuations across California. The Governor's declaration has implications for California...

Last month, the White House issued this fact sheet concerning two executive orders intended "to improve the transparency and fairness of government agencies and ensure that they are held accountable".  The fact sheet describes the "Transparency and...

California courts will generally give effect to a mandatory forum selection clause unless enforcement would be unreasonable or unfair, and the party opposing enforcement of the clause ordinarily bears the burden of proving why it should not be...

In an all too familiar story, an insurance company's managing agent was tricked into transferring nearly $2 million into the fraudster's account at Wells Fargo Bank.  The plaintiffs then sued the bank alleging that after receiving actual knowledge of...