California's female and underrepresented communities quota requirements apply to "publicly-held corporations". California's Corporate Disclosure Statement requirement applies to "publicly-traded corporations". California's...more
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...more
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...more
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 §...more
In 2018, California enacted legislation, SB 826, requiring that board of directors of publicly held domestic and foreign corporations have a minimum number of female directors. Cal. Corp. Code §§ 301.3 & 2115.5. See...more
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...more
John Jenkins at CorporateCounsel.net recently observed that "companies may want start thinking about including a diversity question on their annual D&Q questionnaires". Constructing such a questionnaire would not seem to be...more
Last year, California Governor Gavin Newsom signed AB 979 (2020 Cal. Stats. ch. 316) into law. No later than the end of this year, "publicly held corporations" with their principal executive offices in California are...more
The Nasdaq Stock Market LLC made headlines earlier this month by proposing amendments to its listing rules with a goal of promoting board of directors diversity. If approved by the Securities and Exchange Commission, Nasdaq...more
Some venture capital firms have recently begun including so-called "diversity riders" in their term sheets. In general, these require that the issuer and the lead investor make commercially reasonable efforts to include a...more
The Securities and Exchange Commission's proxy rules require the following disclosure with respect to board diversity...more
In 2018, California enacted legislation, SB 826 (Jackson), mandating that publicly held corporations with their principal executive offices in California have a minimum number of female directors.... The legislature is now...more
8/13/2020
/ Board of Directors ,
Constitutional Challenges ,
Corporate Governance ,
Diversity ,
Gender Discrimination ,
Minorities ,
Proposed Legislation ,
Publicly-Traded Companies ,
Sex Discrimination ,
Underserved Locations ,
Woman Board Members
Yesterday, Liz Dunshee at The Proxy Season Blog took note of new support for the “Improving Corporate Diversity Through Diversity Act of 2019" from the U.S. Chamber of Commerce and other business organizations. If enacted,...more
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...more
3/5/2020
/ Board of Directors ,
Corporate Governance ,
Corporations Code ,
Disclosure Requirements ,
Diversity ,
Foreign Corporations ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Reporting Requirements ,
Secretary of State ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
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...more
Corporations Code Section 301.3(a) provides:
"No later than the close of the 2019 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K...more
12/20/2019
/ Administrative Procedure Act ,
Board of Directors ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Foreign Corporations ,
Form 10-K ,
General Corporation Law ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Statutory Interpretation ,
Woman Board Members
In August, I reported on the filing of a taxpayer challenge to California's Board Gender Quota Law. California's Secretary of State, Alex Padilla, was named as the defendant in his official capacity. The plaintiffs allege...more
Three researchers (two at Clemson and one the University of Arizona) recently announced the results of their study of the impact of California's board gender quota law (SB 826) on publicly traded [sic] firms headquartered in...more
John Jenkins yesterday wrote about the New York City Controller's initiative asking boards of directors to adopt a policy "requiring that the initial lists of candidates from which new management-supported director nominees...more
10/16/2019
/ Actual Damages ,
Appropriate Equitable Relief ,
Attorney's Fees ,
Board of Directors ,
CEOs ,
Civil Code ,
Corporate Governance ,
Diversity ,
Employment Discrimination ,
Injunctions ,
Publicly-Traded Companies ,
Restraining Orders ,
Shareholder Proposals ,
Unruh Civil Rights Act
The Securities and Exchange Commission's Form 10-K requires disclosure of a company's "principal executive offices". The SEC, however, provides no definition of what constitutes a company's "principal executive...more
Professor Ann Lipton at Tulane University Law School has noted a slew of forthcoming papers concerning the internal affairs doctrine in light of Vice Chancellor Laster's holding in Sciabacucchi v. Salzberg, 2018 Del. Ch....more
NantKwest, Inc. is a Delaware corporation with its principal executive offices located in San Diego, California. Last month, NantKwest filed this Form 8-K reporting that it had amended and restated its bylaws "to implement...more
California's new board gender quota law places great weight on the location of a corporation's principal executive offices. The law applies to a publicly held foreign corporation when its principal executive offices,...more
8/26/2019
/ Board of Directors ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Foreign Corporations ,
Form 10-K ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Rule 14a-8 ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
The constitutional infirmities of California's novel board gender quota law have been remarked on by everyone from former Governor Jerry Brown to the legislative consultants who prepared bill analyses. Now there is a pending...more
In a recent posting on the Harvard Law School Forum on Corporate Governance and Financial Regulation, Nate Emeritz proposes several mechanisms under Delaware law for leveraging existing female board power to prevent the...more