California Corporate & Securities Law

On March 1, the Secretary of State released the report on California's female director quota requirement mandated by Corporations Code Section 301.3.  The report is included on the Women on Boards page of the Secretary's website.  That page also...

I am aware of two pending challenges to the constitutionality of California's female director quota mandate.  One, Crest v. Padilla, is pending in the Superior Court in Los Angeles.  The other, Meland v. Padilla, is pending in the U.S. District...

Yesterday, the California Secretary of State's office released what is calling the "Women On Boards" report.  The Secretary of State's office is required to publish this report on its website pursuant to Corporations Code § 301.3.  Below are the...

I have commented in several posts on provisions of the California Corporations Code that address corporate action in times of emergency.  As we were entering the Covid-19 pandemic shut down, I noted General Corporation Law weirdly shackles the...

Yesterday's post concerned, a recent ruling by Vice Chancellor Sam Glasscock in Lacey v. Mota-Velasco, C.A. No. 2019-0312-SG (Del. Ch. Feb. 11, 2021).  In finding that a director's duties are fiduciary, not contractual, the Vice Chancellor observed:

Last summer, the Securities and Exchange adopted amendments to Item 101 of Regulation S-K requiring,  to the extent the disclosure is material to an understanding of a registrant’s business taken as a whole, a description of a registrant’s human...

California Corporations Code Section 902 generally requires that amendments to the articles of incorporation must be approved by the outstanding shares and the Board of Directors.  The statute lists three instances when the "board alone" may adopt...

Professor Stephen Bainbridge recently expressed the hope that Caremark liability will not become routine.  "Caremark" refers to Chancellor Allen's decision in In re Caremark Int'l. Deriv. Litig., 698 A.2d 959 (1996) in which he found that...

A just-published article by University of Texas Professor Jens C. Dammann takes an empirical look at public company relocation choices.  State Competition for Corporate Headquarters and Corporate Law: An Empirical Anaylsis, 80 Md. L. Rev. 214...