California Corporate & Securities Law

AB 979 would require publicly held corporations with their principal executive offices in California to have minimum number of directors from underrepresented communities. If Governor Newsom signs the bill into law, corporations that attempt to...

The federal proxy rules, with certain exceptions, apply to solicitations of proxies with respect to securities registered under Section 12 of the Securities and Exchange Act of 1934. Very few California corporations, however, need concern themselves...

Professor Jill E. Fisch at the University of Pennsylvania has recently released a working paper in which she examines the shareholder agreements and argues that that courts should limit their enforcement to those situations that are exclusively...

The California legislature convened over the weekend as the current biennium comes to a close today.  On Sunday afternoon, the Assembly Banking and Finance Committee heard the Senate amendments to AB 979, a bill that would impose quotas on the boards...

Next Monday will mark the end of the California legislature's current session, meaning that any bill not passed by that date will die. Typically, the last few days of a legislative session are chaotic with many bills being amended at the eleventh...

Michael Corleone's greatest fear was that he would never be able to escape his life as a mafioso ("Just when I thought I was out, they pull me back in!"). California's greatest fear is that it will not be able to dictate corporate governance...

In 2018, California enacted legislation, SB 826 (Jackson), mandating that publicly held corporations with their principal executive offices in California have a minimum number of female directors.  See California Enacts Novel Female Board Quota...

Yesterday's post considered the anomalous workings of California Corporations Code Section 112 with respect to the determination of a quorum when some shares are disqualified from voting with respect to a matter. Section 315(g) presents another...

Six years ago, I kvetched "Why Does Determining A Quorum Have To Be So Complicated?" That particular post concerned the fine points of determining quorums for board meetings. The determination of a quorum for a meeting of shareholders can be equally...