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,...
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...
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...
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...
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...
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...
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...
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...
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...
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...
Keith Paul Bishop
