California Corporate & Securities Law

The Nasdaq Stock Market LLC made headlines earlier this month by proposing amendments to its listing rules with a goal of promoting board of directors diversity. If approved by the Securities and Exchange Commission, Nasdaq will, among other things,...

The Securities and Exchange Commission's proxy rules require the following disclosures with respect to board diversity:

In this recent post, UCLA Law School Professor Stephen Bainbridge discusses Vice Chancellor  J. Travis Laster's recent ruling that "[s]tockholder inspection rights are a core matter of internal corporate affairs." 2020 Del. Ch. LEXIS 264. He notes...

Suppose you had a ne'er-do-well family member with whom you have not spoken in years. Suppose further that your family member has a minority interest in a restaurant and that you happen to be a vice president of an unrelated restaurant company....

Seven years ago, I posited that forum selection clauses that specify the Delaware Court of Chancery were susceptible to being challenged as impermissible waivers of the right to a jury trial under California's Constitution (emphasis added):

Yesterday, Governor Gavin Newsom signed AB 979 into law.  The new law will apply to publicly held corporations having their principal executive offices in California to have specified numbers of directors from "underrepresented communities".  The law...

The dernier cri of corporate governance is "stakeholder capitalism", but this begs the question of what makes someone or something a "stakeholder". Originally, the term referred to the person with whom, or on which, bets (the "stakes") were...

Broker non-votes can be a source of confusion for those not familiar with how shares of public companies are typically held and stock exchange rules. A broker non-vote occurs when a broker does not receive voting instructions from its client and...

California's existing board gender quota law (Cal. Corp. Code §§ 301.3 and 2115.5) is based on an individual's self identification as a woman, without regard to that individual's designated sex at birth. AB 979, which would impose additional quotas...