California Corporate & Securities Law

Yesterday's post concerned a case in which a California Court of Appeal held that an arbitrator must decide whether a former partner is an employee.  This reminded me of this six year old post. 

Section 310 of the California Corporations Code concerns two different types of contracts or transactions.  The first concerns a contract or other transaction between the corporation and one or more of its directors, or between the corporation and...

A recent Alaska Supreme Court decisions addresses, but does not decide, the question of whether a corporation may punish a director by withholding corporate information.  In Borer v. Eyak Corp., 2022 Alas. LEXIS 37, a winning candidate for a seat on...

Enacted in 2020, AB 979 requires publicly held domestic or foreign corporations having their principal executive offices in California to have specified minimum numbers of directors from "underrepresented communities". Cal. Corp. Code §§ 301.4 &...

In this post, Professor Stephen Bainbridge posits that the Delaware Supreme Court incorrectly decided Fliegler v. Lawrence, 361 A.2d 218 (Del. 1976) by requiring that stockholder approval of conflicted transaction requires a majority vote of the...

A study by an international team of scholars has concluded that California's imposition of a gender quota on publicly held corporations with their principal executive offices in the state resulted in a "robust and significantly negative stock market...

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 F....

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 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 bylaw...