California Corporate & Securities Law

The constitutional infirmity of California's legislation, AB 979, mandating minimum numbers of directors from underrepresented communities was well known to the legislators.  Both the Assembly and Senate floor analyses noted that earlier legislation...

In 1997, the California legislature enacted the Citizen Complaint Act of 1997. Cal. Gov. Code §§ 8330-8332. The Act requires that state agencies make available on their Internet websites a form through which individuals can register complaints or...

Nevada has codified the business judgment rule as follows: "directors and officers, in deciding upon matters of business, are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation." NRS 78.138(3)....

Last year, Nasdaq proposed to adopt listing rules related to board diversity.  Earlier this year, Nasdaq proposed amendments to its proposals, stating:

In 2018, California enacted legislation requiring publicly held corporations having their principal executive offices in the state to have minimum numbers of female directors. 2018 Cal. Stats. ch. 954. Despite pending constitutional challenges to...

Earlier this month, I wrote about a California bill, SB 260, that would impose greenhouse gas emissions disclosure obligations on "publicly traded domestic corporations" and "publicly traded foreign corporations". That bill will is now set for...

In 2019, Floss Bar, Inc. hired Joshua Perry as its president. Floss Bar is a Delaware corporation that is headquartered in New York. The agreements were negotiated by Perry's lawyer in Copenhagen and included a Delaware choice of law. After a...

Readers of this space may have noted my fondness for rural Nevada and the town of Tonopah in particular. Tonopah owes its existence to the vast silver and gold deposits that lay beneath it. In 1900, rancher James Logan Butler discovered a ledge of...

According to the California Secretary of State's Women on Board report, 22 publicly held corporations moved their principal executive offices out of California. These data were based on a comparison of annual reports filed in 2019 to the annual...