Judge Finds California Female Director Quota Law To Be Unconstitutional

Following a lengthy trial, Los Angeles Superior Court Judge Maureen Duffy-Lewis has found that California's female director quota law violates the Equal Protection Clause of the California Constitution.  Crest v. Padilla L.A. Super. Ct. Case No. ...

May A Director Properly Rely On Her Rabbi?

In prescribing the duties of directors, California Corporations Code Section 309 provides that a director is entitled to rely on information, opinions, reports or statements prepared or presented by "counsel, independent accountants or other persons...

Filers Eschew "Special Military Operation" In Favor Of "War", "Conflict" and "Invasion"

In a televised address February, Russian President Vladimir Putin announced a "special military operation" in Ukraine.   He later signed a law that reportedly criminalizes references to events in Ukraine as an "invasion" rather than a "special...

Mark Your Ballot With Care Because There May Be No Taking It Back

Section 603 of the California Corporations Code provides generally for shareholder action by written consent, unless otherwise prohibited in the articles of incorporation.  Subdivision (c) of that statute provides that a consent may be revoked...

More On Board Nominations

Yesterday's discussion of an amicus brief filed by 17 law professors in a case challenging SB 826, California's female director quota mandate, reminded me of a related question that I raised a few years ago:

17 Law Professors File Amicus Brief Assailing Corporate Democracy

Earlier this year, the trial of one of the challenges to SB 826, California's female director quota law, concluded but Los Angeles Superior Court Judge Maureen Duffy-Lewis has yet to release her decision.  Crest v. Weber, Cal. Super. Ct. Case No....

Vice Chancellor Laster Finds Choice Of California Law In Proxy To Be "Facially Valid"

Over a decade ago, I posited the following question:  "Should a proxy card specify a choice of law?"  In a recently issued ruling, Vice Chancellor J. Travis Laster noted in the following lengthy footnote that choice of law can be an important issue...

May A Board Sanction A Director By Withholding Corporate Information?

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...

Judge Green Explains Why AB 979 Violates The Constitution

When I reported last Friday that Los Angeles Superior Court Judge Terry Green had ruled in favor of the plaintiffs in their challenge to California's board quota law, AB 979, all I had was a brief minute order from the court.  Crest v. Padilla, LA...

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