California Corporate & Securities Law

Professor Stephen Bainbridge recently addressed the question of whether a board of directors could delegate to the CEO the decision about when and whether to sell the company. Professor Bainbridge points out that the CEO is an agent of the...

May a California corporation issue shares that are convertible ex proprio motu into shares of any other class or series or any other of its securities? The answer is "yes" but only if that right is provided in the articles of incorporation and then...

Lynn Jokela at TheCorporateCounsel.net blog took note yesterday of recently updated guidance from the SEC's Division of Corporation Finance concerning the conduct of shareholder meetings in light of the Covid-19 pandemic. Among other things, the...

Today, the California Senate Environmental Quality Committee is scheduled to hear SB 260, aka the Climate Corporate Accountability Act.  This bill would require the California Air Resources Board to adopt regulations develop and adopt regulations...

State corporate laws are surprisingly sparse on the details of annual meetings. The California Corporations Code, for example, requires that a corporation hold an annual meeting for the election of directors but does not detail who can or cannot...

Liz Dunshee at TheCorporateCounsel.net this morning refers to one of my earlier posts on the California Secretary of State's most recent Women on Boards report and adds some additional thoughts here. 

Jesse Fried is the Dane Professor of Law at the Harvard Law School.  He and  Lucian Bebchuk wrote the book, Pay without Performance: the Unfulfilled Promise of Executive Compensation, a critical assessment of corporate governance and executive...

The constitutional infirmity of California's legislation, AB 979, mandating minimum numbers of directors from underrepresented communities was well known to the legislators.  Both the Assembly and Senate floor analyses noted that earlier legislation...

Earlier this month, I wrote about a California bill, SB 260, that would impose greenhouse gas emissions disclosure obligations on "publicly traded domestic corporations" and "publicly traded foreign corporations". That bill will is now set for...