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Is California Threatening Director Independence?

Publicly traded companies need to know whether a director qualifies as "independent" for a variety of reasons.  Item 407 of Regulation S-K, for example, requires issuers to identify each director that is independent.  In determining independence,...

Corporate Governance

Academicians Find Firms With All Male Boards Have Left The State

In November, I wrote about an academic study finding that companies experienced "a large negative stock market reaction" when Governor Jerry Brown signed into law California's female board quota mandate (SB 826).  The authors of this study recently...

Corporate Governance

Are Some Publicly Held California Corporations Exempt From The State's Female Board Quota Law?

Corporations Code Section 301.3(a) provides:

"No later than the close of the 2019 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K form, are located in...

Corporate Governance

Why Corporations Can't Act

Many decried the U.S. Supreme Court's decision in Citizens United v. Federal Election Commission, 558 U.S. 310 (2010).  The California legislature was so upset that it passed a resolution memorializing its disagreement and asseverating that...

Corporate Governance

California Board Gender Quota Law Challenged In Federal Court

Cydney Posner at Cooley LLP wrote last week about a new challenge to California's Board Gender Quota law.  The lawsuit, Creighton Meland v. Alex Padilla, Secretary of State of California,was reportedly filed in federal district court in California...

Corporate Governance, General Corporation Law

State Law And Shareholder Representatives

As noted yesterday, the Securities and Exchange Commission has proposed to amend Rule 14a-8 to modernize "the process for shareholder proposals to be included in a company’s proxy statement".  Among other things, the SEC is proposing  to amend the...

Corporate Governance, General Corporation Law

Does Caremark Apply To California Corporations?

Chancellor William T. Allen famously observed that a derivative claim based on a board's failure of oversight "is possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment." In re Caremark...

Corporate Governance

Where Is Your Corporation's Principal Executive Office (Or Offices)?

California's new board gender quota law places great weight on the location of a corporation's principal executive offices.  The law applies to a publicly held foreign corporation when its principal executive offices, according to its Form 10-K, are...

Corporate Governance

Legal Challenge To California Board Gender Quota Law Filed

As mentioned in yesterday's post, a much predicted challenge to California's board gender quota law was recently filed.  The complaint alleges a single cause of action - violation of Article I, Section 31 of the California Constitution.  That...

Corporate Governance

Key Unanswered Questions About California's Gender Quota Law

The California legislature has directed the Secretary of State to publish a report by March of next year on the number of corporations that are in compliance with the state's unique board gender quota law.  The legislature has also authorized the...

Corporate Governance

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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