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Is The NYSE Confused About The Meaning of "Adjourn"?

Last month the New York Stock Exchange issued its annual corporate governance memorandum.  The memorandum provides useful updates and reminders for companies with securities listed on the exchange, including the following:

"Section 302 of the...

Corporate Governance

First Proxy Statements Addressing California's Female Director Quota Law Are Filed

California's female director quota law has received a great deal of attention in this blog and elsewhere.  Beginning this year, the law requires certain publicly traded companies with their principal executive offices in California to have at least...

Corporate Governance

Board Diversity And Proxy Fraud

Earlier this week, the Securities and Exchange Commission staff added two new Compliance and Disclosure Interpretations dealing with disclosures of self-identified diversity characteristics under Items 401(e) and 407(c)(2)(vi).  Both C&DIs pose the...

Corporate Governance

Court Holds Subsidiary's Agreement To Arbitrate Binds Parent

As a general matter, a parent company will not be liable on a contract signed by its subsidiary simply because it is a wholly-owned subsidiary.  Sometimes, however, it is possible to establish some other basis for binding a parent to its...

Corporate Governance

Academic Study Finds Fault With Older Independent Directors

Old and In the Way?

A recent study by four professors finds quite a few faults with older directors:

"Specifically, older independent directors are more likely to miss board meetings and less likely to be a member or chair of important board...

Corporate Governance

Mandatory Retirement Policies And California Law

In yesterday's Mentor Blog, Liz Dunshee asked whether mandatory retirement policies are a thing of the past.  This led me to question whether age discrimination of this sort is even legal in California.  Asking about, I learned that California...

Corporate Governance

What Does LAX Have To Do With Female Board Membership?

Tuesday's post took note of a recent study authored by Sunwoo Hwang and Professors Anil Shivdasani and Elena Simintzi at the University of North Carolina's Kenan-Flagler Business School.  They found that California's enactment of SB 826 imposing...

Corporate Governance

Did California's Enactment Of Board Gender Quota Law Cause A Significant Decline In Shareholder Value?

As noted by Professor Stephen Bainbridge yesterday, a recent study has concluded that California's enactment of SB 826 has "resulted in a significant decline in shareholder value for firms headquartered in California".  Sunwoo Hwang and Professors ...

Corporate Governance

Who Is A Female? New California Statute Provides An Answer

California's new gender quota law, SB 826, has attracted widespread attention.  The law mandates that a publicly held domestic or foreign corporation with its principal executive offices, according to the corporation’s SEC Form 10-K, located in...

Corporate Governance

Does Governor Brown's Signing Message Have Any Legal Effect?

In 1968, Richard Nixon campaigned for president claiming to have a secret plan to end the war in Vietnam.  With the war still continuing in 1971, Congress included in the Military Procurement Authorization Act the "Mansfield Amendment" urging...

Corporate Governance

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
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