Mark Your Ballot With Care Because There May Be No Taking It Back

Section 603 of the California Corporations Code provides generally for shareholder action by written consent, unless otherwise prohibited in the articles of incorporation. Subdivision (c) of that statute provides that a consent may be revoked...

More On Board Nominations

Yesterday's discussion of an amicus brief filed by 17 law professors in a case challenging SB 826, California's female director quota mandate, reminded me of a related question that I raised a few years ago:

17 Law Professors File Amicus Brief Assailing Corporate Democracy

Earlier this year, the trial of one of the challenges to SB 826, California's female director quota law, concluded but Los Angeles Superior Court Judge Maureen Duffy-Lewis has yet to release her decision.  Crest v. Weber, Cal. Super. Ct. Case No....

Vice Chancellor Laster Finds Choice Of California Law In Proxy To Be "Facially Valid"

Over a decade ago, I posited the following question:  "Should a proxy card specify a choice of law?" In a recently issued ruling, Vice Chancellor J. Travis Laster noted in the following lengthy footnote that choice of law can be an important issue...

May A Board Sanction A Director By Withholding Corporate Information?

A recent Alaska Supreme Court decisions addresses, but does not decide, the question of whether a corporation may punish a director by withholding corporate information.  In Borer v. Eyak Corp., 2022 Alas. LEXIS 37, a winning candidate for a seat on...

Judge Green Explains Why AB 979 Violates The Constitution

When I reported last Friday that Los Angeles Superior Court Judge Terry Green had ruled in favor of the plaintiffs in their challenge to California's board quota law, AB 979, all I had was a brief minute order from the court.  Crest v. Padilla, LA...

Incorporating Your Club Requires No Conversion

Often a club or other will begin informally without formal incorporation. In California, such an unincorporated club or group, whether organized for profit or not, is classified as an "unincorporated association" and it will be governed by...

Plaintiffs Prevail In Constitutional Challenge To California Board Quota Law

This afternoon, Judge Terry Green granted the plaintiff's summary judgment motion in a case challenging the constitutionality of AB 979.  Crest v. Padilla, LA Super. Ct. Case No. 20STCV37513.  AB 979 is a California law that purports to require...

Does Improving CalPERS' Returns Justify State Mandated Discrimination?

We may learn as early as today whether a pending constitutional challenge to AB 979 will be going to trial in May. AB 979 is California's law requiring publicly held domestic and foreign corporations having their principal executive offices in...