California Corporate & Securities Law

John Jenkins at DealLawyers.com took note of this recent blog by Professor Ann Lipton concerning the stockholder vote at The Tribune Publishing Company. The gist of both these blogs was the decision by a 24% stockholder in the Tribune to return a...

In the Mentor Blog today, Lynn Jokela writes about mandatory board retirement age policies at S&P 500 companies.   Are such policies illegal in California?

The AME Zion Church of Palo Alto, Inc. was founded in 1918 and has occupied its sanctuary for over a half century. In 2018, the Bishop of the Western Episcopal District of The African Method Episcopal Zion Church importuned the church's pastor into...

Earlier this week, I wrote about the classifications used by ISS in determining whether a director is "diverse". In short, I found ISS' scheme illogical and perverse. California's board diversity mandate uses different categories, but does not...

Last week, Liz Dunshee at TheCorporateCounsel.net noted that ISS has updated its policies and procedures to explain how it assesses racial and ethnic diversity. Currently, ISS considers board diversity in making voting recommendations for two of its...

Yesterday, I listened to a talk by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery entitled "Purpose, Power, and Fiduciary Duty: Dimensions of Delaware's Corporate Law Regime". The webinar was presented by the University of...

Sometimes a corporation will for one reason or another fall into desuetude, with all of the directors and officers having resigned or died. If the corporation has not dissolved and wound up, the shareholders remain shareholders as there is no...

A dividend involves three steps. First, the dividend is declared by the board of directors, second a record date is determined by the board (or by corporate law), and lastly the dividend is paid. Occasionally, the question arises whether a board may...

California's statutes requiring that publicly held corporations have a minimum number of female directors and directors from "underrepresented communities" rely upon the individual's self identification. Cal. Corp. Code §§ 301.3(f)(1) & 301.4(e)(1)....