California Corporate & Securities Law

In honor of St. Patrick's Day, below are some random facts about Ireland and its history:

California's General Corporation Law refers to "common shares" rather than "common stock".  What makes shares shares "common shares"?  Section 159 defines "common shares" as "shares which have no preference over any other shares with respect to...

California's female and underrepresented communities quota requirements apply to "publicly-held corporations".  California's Corporate Disclosure Statement requirement applies to "publicly-traded corporations".  California's Secretary of State's ...

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...