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    Will California's Board Quota Law Change Diversity Disclosures In Proxy Statements?

    The Securities and Exchange Commission's proxy rules require the following disclosures with respect to board diversity:

    Corporate Governance

    Professor Bainbridge Asks "Are shareholder inspection rights subject to the internal affairs doctrine?"

    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

    California Governor Signs "Wacky" Successor Liability Bill Into Law

    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. ...

    Corporate Governance

    Forum Selection Clause Found To Violate Unwaivable Right To A Jury Trial

    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):

    Corporate Governance

    California Adopts Strict Quotas For Public Company Boards

    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...

    Corporate Governance

    What Is A Stakeholder?

    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...

    Corporate Governance

    Issuer Errs In Permitting Broker Non-Votes But Attorneys' Fees Claim Fails

    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...

    nevada corporation, Corporate Governance

    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

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