Secretary Of State Charts California's Filing And Board Quota Requirements

A California corporation or a foreign corporation that has registered to transact intrastate business in California may be required to file either one or two annual statements with the Secretary of State.  It may also be subject to California's...

Does The Secretary Of State's Definition of "Publicly Held Corporation" Miss The Mark?

On March 1, the Secretary of State released the report on California's female director quota requirement mandated by Corporations Code Section 301.3.  The report is included on the Women on Boards page of the Secretary's website.  That page also...

When Will The Constitutionality Of California's Female Director Mandate Be Decided?

I am aware of two pending challenges to the constitutionality of California's female director quota mandate.  One, Crest v. Padilla, is pending in the Superior Court in Los Angeles.  The other, Meland v. Padilla, is pending in the U.S. District...

California Secretary Of State Reports On Corporations Leaving State Following Enactment Of Female Director Mandate

Yesterday, the California Secretary of State's office released what is calling the "Women On Boards" report.  The Secretary of State's office is required to publish this report on its website pursuant to Corporations Code § 301.3.  Below are the...

Is The Legislature Reading This Blog?

I have commented in several posts on provisions of the California Corporations Code that address corporate action in times of emergency.  As we were entering the Covid-19 pandemic shut down, I noted General Corporation Law weirdly shackles the...

If Director's Fiduciary Obligations Are Not Contractual, What About Rights To Indemnification?

Yesterday's post concerned, a recent ruling by Vice Chancellor Sam Glasscock in Lacey v. Mota-Velasco, C.A. No. 2019-0312-SG (Del. Ch. Feb. 11, 2021).  In finding that a director's duties are fiduciary, not contractual, the Vice Chancellor observed:

Human Capital Disclosures May Waken Plaintiffs

Last summer, the Securities and Exchange adopted amendments to Item 101 of Regulation S-K requiring,  to the extent the disclosure is material to an understanding of a registrant’s business taken as a whole, a description of a registrant’s human...

Amending The Articles Without Approval By The Outstanding Shares

California Corporations Code Section 902 generally requires that amendments to the articles of incorporation must be approved by the outstanding shares and the Board of Directors.  The statute lists three instances when the "board alone" may adopt...

Still No California Caremark?

Professor Stephen Bainbridge recently expressed the hope that Caremark liability will not become routine.  "Caremark" refers to Chancellor Allen's decision in In re Caremark Int'l. Deriv. Litig., 698 A.2d 959 (1996) in which he found that...

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