PEO Versus PPB

California's female and underrepresented community board quota statutes apply to publicly held corporations having their principal executive offices in California "according to the corporation's SEC 10-K form".  Cal. Corp. Code §§ 301.3(a) &...

DFPI Issues Cryptic Cryptocurrency Warning

The California Department of Financial Protection is warning consumers that "companies that may be engaging in unlicensed activity and/or falsely advertising cryptocurrency products and services".  The warning lists numerous companies or sites...

A Few Comments On The SEC's Proposed Claw Back Rules

Earlier this month, the Securities and Exchange Commission announced that it was reopening the comment period on proposed rules for listing standards for the recovery of erroneously awarded compensation.   The SEC first proposed the rules way back...

Secretary Of State Claims "Round Robin" Board Selection Process Solves Discrimination

"A Round Robin is a Name given by Seamen, to an Instrument on which they sign their Names round a Circle, to prevent the Ring-leader being discover'd by it, if found."*

When Is The "Time Of Distribution" To Shareholders?

"As I was walking down the street one dayA man came up to me and asked me what the time was that was on my watch, yeahAnd I said . . ."*

Chapter 5 of the California General Corporation law prohibits a distribution to shareholders unless certain...

A Corporation May Get Religion, But Not Easily

Section 206 of the California Corporations Code provides that a corporation organized under the General Corporation Law may engage in any "business activity", subject to any limitation contained in its articles of incorporation and compliance with...

Claw Backs And Preemption

Last week, the Securities and Exchange Commission announced that it was reopening the comment period on proposed rules for listing standards for the recovery of erroneously awarded compensation.   One issue that I doubt that they are looking for is...

Does The Secretary Of State Misapprehend California's Board Quota Requirement?

As noted in prior posts, the Secretary of State has filed a motion to dismiss a federal court challenge to California's director quota laws (SB 826 and AB 979).   The Secretary's brief includes several remarkable and troubling assertions.  For...

Can A Corporation Change Its Board Size In Proprio Motu?

As noted in yesterday's post, Secretary of State Shirley N. Weber is asking U.S. District Court Judge R. Gary Klausner to dismiss a challenge to California's board quota statutes.   In her motion to dismiss, the Secretary of State advances the...

1 2 3 4 5