As noted yesterday, the Securities and Exchange Commission has proposed to amend Rule 14a-8 to modernize "the process for shareholder proposals to be included in a company’s proxy statement". Among other things, the SEC is proposing to amend the...
Chancellor William T. Allen famously observed that a derivative claim based on a board's failure of oversight "is possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment." In re Caremark...
California's new board gender quota law places great weight on the location of a corporation's principal executive offices. The law applies to a publicly held foreign corporation when its principal executive offices, according to its Form 10-K, are...
As mentioned in yesterday's post, a much predicted challenge to California's board gender quota law was recently filed. The complaint alleges a single cause of action - violation of Article I, Section 31 of the California Constitution. That...
The California legislature has directed the Secretary of State to publish a report by March of next year on the number of corporations that are in compliance with the state's unique board gender quota law. The legislature has also authorized the...
California's gender quota law has attracted a lot of attention, including from at least one member of the Securities and Exchange Commission. At last month's annual conference of the Society for Corporate Governance, Commissioner Hester M. Peirce...
In 2018, California became the first state to require publicly held corporations with their principal executive offices in the state to have a minimum number of female directors. Following this groundbreaking, and perhaps unconstitutional, law,...
Last month the New York Stock Exchange issued its annual corporate governance memorandum. The memorandum provides useful updates and reminders for companies with securities listed on the exchange, including the following:
"Section 302 of the...
California's female director quota law has received a great deal of attention in this blog and elsewhere. Beginning this year, the law requires certain publicly traded companies with their principal executive offices in California to have at least...
Earlier this week, the Securities and Exchange Commission staff added two new Compliance and Disclosure Interpretations dealing with disclosures of self-identified diversity characteristics under Items 401(e) and 407(c)(2)(vi). Both C&DIs pose the...
Keith Paul Bishop
