Every publicly traded California corporation and every publicly traded foreign corporation that is registered with the California Secretary of State to transact intrastate business must file an annual Corporate Disclosure Statement. Cal. Corp. Code § 1502.1 & 2117.1. The Corporate Disclosure Statement includes disclosures with respect to compliance with California's quota requirements with respect to female directors and directors from underrepresented communities. Cal. Corp. Code §§ 301.3, 301.4, 2115.5 & 2115.6. However, not every publicly traded California or foreign corporation is subject to these requirements because the quota requirements are applicable only to "publicly held corporations" having their principal executive offices in California according to their Form 10-K filed with the Securities and Exchange Commission. Not every publicly traded corporation is a publicly held corporation. See Some Differences Between "Publicly Held" and "Publicly Traded" Corporations.
The Corporate Disclosure Statement is must be filed with the Secretary of State's office within 150 days of the end of the corporation's fiscal year. Cal. Corp. Code §§ 1502.1(a) & 2115.1(a). For corporations with calendar fiscal years, this means that the Corporate Disclosure Statement will be due by the end of May. The Corporate Disclosure Statement requires publicly traded corporations to disclose their board size, number of female directors, and number of directors from underrepresented communities with respect to their current board.
Some publicly held corporations may not be in compliance with the quota requirements at the time they file the Corporate Disclosure Statement. However, compliance is required by the end of the calendar year and a female director or director from an underrepresented community who has a seat for at least of a portion of the year is not a violation. Cal. Corp. Code §§ 301.3(e)(3) & 301.4(d)(2)(B). Although the Corporate Disclosure Statement is only required to be filed once a year, the Secretary of State's instructions make it clear that if the number of female directors or directors from underrepresented communities changes after filing, the corporation may file a new statement. If a corporation elects to do so, it must file the statement completed in full.
On Wednesday, the Ninth Circuit Court of Appeals heard oral arguments in Meland v. Padilla (Case No. 2015762). This is an appeal from the District Court's dismissal of Mr. Meland's complaint challenging the constitutionality of California's female quota law. The dismissal was based on lack of standing. See A Different Sort Of Standing Is At Issue In Federal Court Challenge To California Female Director Quota.