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Must Directors Self-Identify?

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...

Corporate Governance

Will AB 979 Expose Corporations To Section 1983 Liability?

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...

Corporate Governance

California's Proxy Rule

The federal proxy rules, with certain exceptions, apply to solicitations of proxies with respect to securities registered under Section 12 of the Securities and Exchange Act of 1934.  Very few California corporations, however, need concern...

Corporate Governance

Are Shareholders Agreements Opaque And Uncertain Or Important Tools For Private Ordering?

Professor Jill E. Fisch at the University of Pennsylvania has recently released a working paper in which she examines the shareholder agreements and argues that that courts should limit their enforcement to those situations that are exclusively...

Corporate Governance

California Legislature Passes Corporate Board Racial/Ethnic/Gender Quota Bill

The California legislature convened over the weekend as the current biennium comes to a close today.  On Sunday afternoon, the Assembly Banking and Finance Committee heard the Senate amendments to AB 979, a bill that would impose quotas on the...

Legislation, Corporate Governance

California's Racial/Ethnic Board Quota Bill Amended To Include Sexual Orientation

Next Monday will mark the end of the California legislature's current session, meaning that any bill not passed by that date will die.  Typically, the last few days of a legislative session are chaotic with many bills being amended at the eleventh...

Corporate Governance

Does This Ruling By V.C. Laster Decide The Constitutionality Of California's Female Board Quota Legislation?

Michael Corleone's greatest fear was that he would never be able to escape his life as a mafioso ("Just when I thought I was out, they pull me back in!").  California's greatest fear is that it will not be able to dictate corporate governance...

stockholder inspection, Corporate Governance, internal affairs doctrine

Will This Proposed Law Discriminate Against Minority Males And Non-Binary Persons?

In 2018, California enacted legislation, SB 826 (Jackson), mandating that publicly held corporations with their principal executive offices in California have a minimum number of female directors.  See California Enacts Novel Female Board Quota...

Corporate Governance, draft legislation

Another Quorum Quirk

Yesterday's post considered the anomalous workings of California Corporations Code Section 112 with respect to the determination of a quorum when some shares are disqualified from voting with respect to a matter.  Section 315(g) presents another...

Corporate Governance

More Quorum Mysteries

Six years ago, I kvetched "Why Does Determining A Quorum Have To Be So Complicated?"  That particular post concerned the fine points of determining quorums for board meetings. The determination of a quorum for a meeting of shareholders can be...

California Corporations Code, Corporate Governance

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
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JD Supra Readers Choice Top Author 2020



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