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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

Commissioner Peirce Has Concerns About California's Gender Quota Mandate

California's gender quota law has attracted a lot of attention, including from at least one member of the Securities and Exchange Commission.  At last month's annual conference of the Society for Corporate Governance, Commissioner Hester M. Peirce...

Corporate Governance

Want A Bigger Pension? This Study Suggests Adding Female Directors

In 2018, California became the first state to require publicly held corporations with their principal executive offices in the state to have a minimum number of female directors.  Following this groundbreaking, and perhaps unconstitutional, law,...

Corporate Governance

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

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
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