California Corporate & Securities Law

The legislation creating California's female director board quota requires the Secretary of State to publish on his Internet website a report no later than March 1, 2020 a report of the following:

California's new law, AB 5, broadens the definition of "employee" by adopting the so-called A-B-C test for employment status.  Recently, I commented on the possible ramifications of classification of outside directors as employees. AB 5 is rife with...

Publicly traded companies need to know whether a director qualifies as "independent" for a variety of reasons. Item 407 of Regulation S-K, for example, requires issuers to identify each director that is independent. In determining independence,...

In November, I wrote about an academic study finding that companies experienced "a large negative stock market reaction" when Governor Jerry Brown signed into law California's female board quota mandate (SB 826). The authors of this study recently...

Corporations Code Section 301.3(a) provides:

Many decried the U.S. Supreme Court's decision in Citizens United v. Federal Election Commission, 558 U.S. 310 (2010). The California legislature was so upset that it passed a resolution memorializing its disagreement and asseverating that...

Cydney Posner at Cooley LLP wrote last week about a new challenge to California's Board Gender Quota law.  The lawsuit, Creighton Meland v. Alex Padilla, Secretary of State of California,was reportedly filed in federal district court in California...

As noted yesterday, the Securities and Exchange Commission has proposed to amend Rule 14a-8 to modernize "the process for shareholder proposals to be included in a company’s proxy statement". Among other things, the SEC is proposing to amend the...

Chancellor William T. Allen famously observed that a derivative claim based on a board's failure of oversight "is possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment." In re Caremark...