Ruling May Be Imminent In Female Director Quota Challenge

Readers may recall that there are at least two challenges to California's female director quota mandate (aka SB 826).  In June, the Ninth Circuit Court of Appeals resurrected one suit by holding that the challenger has standing.  Meland v. Weber, 2...

Challenge To Nasdaq Diversity Rule Filed In Federal Court Of Appeals

Professor Stephen Bainbridge writes that the Alliance for Fair Board Recruitment has filed a petition for review with the Fifth Circuit Court of Appeals challenging Nasdaq's board diversity rule.  Some readers may be wondering why the petition was...

When A Director Is Removed, Can The Shareholders Fill The Vacancy By Written Consent?

When a director is removed from the board of a California corporation, a "vacancy" is created.  Cal. Corp. Code § 192.   The board of directors cannot fill the vacancy unless the board is authorized to do so in the articles of incorporation or a...

New Challenge Filed To California Board Quota Laws

Earlier this month, a Texas non-profit membership association filed a complaint in the United States District Court for the Central District (Western Division) of California, Alliance For Fair Board Recruitment v. Weber, Case No....

9th Circuit: Shareholder Is Injured When California Requires Or Encourages Discrimination

In 2018, California enacted SB 826 to impose female director quotas on publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K form, are located in California.  At the time, it was...

Bylaws And Supermajority Board Voting Requirements

Yesterday's post concerned various provisions that, although not required to be included in the articles of incorporation, must be included if they are to be effective.  One of these provisions relates to supermajority voting requirements:

Getting To The Point On Director Elections

Last week in The Mentor Blog, Broc Romanek mentioned a blog posting of mine from September 2015: Was This Director Duly Elected Or Appointed?  My post was concerned Intelligent Digital Systems, LLC v. Beazley Ins. Co., Inc., 2015 U.S. Dist. LEXIS...

Calling All Stock Certificates

Last week, Broc Romanek's Mentor Blog addressed the question of what to do about outstanding stock certificates following a reverse stock split.  Today, I'll weigh in with a California perspective.

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