The Securities and Exchange Commission's proxy rules require the following disclosures with respect to board diversity:
Will California's Board Quota Law Change Diversity Disclosures In Proxy Statements?
Posted on
October 15, 2020
Professor Bainbridge Asks "Are shareholder inspection rights subject to the internal affairs doctrine?"
Posted on
October 06, 2020
In this recent post, UCLA Law School Professor Stephen Bainbridge discusses Vice Chancellor J. Travis Laster's recent ruling that "[s]tockholder inspection rights are a core matter of internal corporate affairs." 2020 Del. Ch. LEXIS 264. He notes...
stockholder inspection, Corporate Governance, internal affairs doctrine
Suppose you had a ne'er-do-well family member with whom you have not spoken in years. Suppose further that your family member has a minority interest in a restaurant and that you happen to be a vice president of an unrelated restaurant company. ...
Seven years ago, I posited that forum selection clauses that specify the Delaware Court of Chancery were susceptible to being challenged as impermissible waivers of the right to a jury trial under California's Constitution (emphasis added):
Yesterday, Governor Gavin Newsom signed AB 979 into law. The new law will apply to publicly held corporations having their principal executive offices in California to have specified numbers of directors from "underrepresented communities". The...
What Is A Stakeholder?
Posted on
September 29, 2020
The dernier cri of corporate governance is "stakeholder capitalism", but this begs the question of what makes someone or something a "stakeholder". Originally, the term referred to the person with whom, or on which, bets (the "stakes") were...
Issuer Errs In Permitting Broker Non-Votes But Attorneys' Fees Claim Fails
Posted on
September 22, 2020
Broker non-votes can be a source of confusion for those not familiar with how shares of public companies are typically held and stock exchange rules. A broker non-vote occurs when a broker does not receive voting instructions from its client and...
California's existing board gender quota law (Cal. Corp. Code §§ 301.3 and 2115.5) is based on an individual's self identification as a woman, without regard to that individual's designated sex at birth. AB 979, which would impose additional quotas...
AB 979 would require publicly held corporations with their principal executive offices in California to have minimum number of directors from underrepresented communities. If Governor Newsom signs the bill into law, corporations that attempt to...
