Can An Article Or Bylaw Forum Selection Provision Bind Persons Who Are Not Yet Stockholders?

Today, the Nevada Assembly Judiciary Committee is holding a hearing on SB No. 95, a bill that would make numerous changes to Nevada's business entity statutes.  One change would be to amend NRS 78.046 to authorize the articles of incorporation or...

California Bill Would Require Minimum Numbers Of Members Of Underrepresented Communities On State Boards And Commissions

In 2018, California enacted legislation requiring publicly held corporations having their principal executive offices in the state to have minimum numbers of female directors.  2018 Cal. Stats. ch. 954.  Despite pending constitutional challenges to...

California Bill Would Require Publicly Traded Corporations To Make Environmental Disclosures

California currently imposes unique disclosure requirements on publicly traded corporations.  See California Joins The Parade: The California Corporate Disclosure Act, 16 Insights 21 (2002).  These disclosures are at best useless because they...

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...

Why Is The WSJ Attacking A Dead Bill?

Last Friday, The Wall Street Journal published an alarming Op-Ed piece concerning a California Bill, AB 2088, that would impose a wealth tax on any person who spends more than 60 days inside the state’s borders in a single year.   The idea of a...

Love That Bill Or Hate It, Here's What You Can Do About It

The California legislature went into recess on Tuesday until adjournment sine die at midnight on November 30.  Cal. Const. Art. IV, § 3, Joint Rule 51(b).  Under the Constitution no bill may be passed by either house on or after September 1 of an...

California Legislature Passes Corporate Board Racial/Ethnic/Gender Quota Bill

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...

California's Racial/Ethnic Quota Bill Is Amended To Expand Definition Of "Underrepresented Communities"

Earlier this month, I noted a California bill that would require publicly held corporations have a minimum number of "directors from underrepresented communities".  The bill, AB 979 (Holden), originally defined "directors from underrepresented...

Where Do Dead Bills Go?

We are now in the second year of the California legislature's biennium.  Under the Constitution, any bill introduced during the first year of the biennium of the legislative session that has not been passed by the house of origin by January 31 of...

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