As mentioned in yesterday's post, a much predicted challenge to California's board gender quota law was recently filed. The complaint alleges a single cause of action - violation of Article I, Section 31 of the California...more
Last October, I wrote that one academic study had concluded that California's enactment of legislation mandating minimum numbers of female directors had already "resulted in a significant decline in shareholder value for...more
The California legislature has directed the Secretary of State to publish a report by March of next year on the number of corporations that are in compliance with the state's unique board gender quota law. The legislature has...more
7/18/2019
/ Board of Directors ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Foreign Corporations ,
Form 10-K ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Woman Board Members
In a typical securities fraud action brought under Rule 10b-5, a private plaintiff must prove (1) a material misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the misrepresentation or...more
California's new female director quota requirement applies to publicly held domestic or foreign corporations with their principal executive offices located in California. Cal. Corp. Code §§ 301.3 & 2115.5. California's older...more
7/11/2019
/ Board of Directors ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Foreign Corporations ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Reporting Requirements ,
Secretary of State ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
California's gender quota law has attracted a lot of attention, including from at least one member of the Securities and Exchange Commission. At last month's annual conference of the Society for Corporate Governance,...more
As noted yesterday, the California Secretary of State published a report on its website concerning publicly domestic or foreign corporations with principal executive offices are located in California. This report was required...more
7/3/2019
/ Board of Directors ,
Corporate Governance ,
Corporations Code ,
Diversity ,
Form 10-K ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Reporting Requirements ,
Secretary of State ,
Securities and Exchange Commission (SEC) ,
Woman Board Members
Yesterday was the first of several deadlines under California's unprecedented legislation, SB 826, imposing gender quota requirements on all publicly-held domestic or foreign corporations whose principal executive offices are...more
California's female director quota law has received a great deal of attention in this blog and elsewhere. Beginning this year, the law requires certain publicly traded companies with their principal executive offices in...more
Earlier this week, the Securities and Exchange Commission staff added two new Compliance and Disclosure Interpretations dealing with disclosures of self-identified diversity characteristics under Items 401(e) and...more
Last week, three ISS staffers,Mikayla Kuhns, Rudy Kwack and Kosmas Papadopoulos, published their conclusions regarding the impact of California's new gender quota law. Among other things, they found...more
SB 826 (Jackson) is reputably the first state law requiring publicly held corporations to have a minimum number of female directors. It is generally assumed that the law applies only to those publicly held domestic and...more
Jesse Unruh was born to an impoverished immigrant couple and rose to become a legendary figure in Sacramento politics. He is credited with the oft-heard aphorism "Money is the mother's milk of politics". In 1959, Unruh...more
Tuesday's post took note of a recent study authored by Sunwoo Hwang and Professors Anil Shivdasani and Elena Simintzi at the University of North Carolina's Kenan-Flagler Business School. They found that California's...more
As noted by Professor Stephen Bainbridge yesterday, a recent study has concluded that California's enactment of SB 826 has "resulted in a significant decline in shareholder value for firms headquartered in California". ...more
California's new gender quota law, SB 826, has attracted widespread attention. The law mandates that a publicly held domestic or foreign corporation principal executive offices, according to the corporation’s SEC Form 10-K ,...more
California's recent enactment of a gender quota for boards of publicly held corporations may cause some of foreign corporations to consider moving the location of their principal executive offices. The new law, Corporations...more
The Governor has until this Sunday to sign or veto bills passed by the legislature before September 1. Cal. Const. Art. IV, Sec. 10(b)(2). One bill in the Governor's inbox is SB 826. If signed by the Governor, SB 826 would...more
Yesterday, I noted that California's proposed board gender quota bill, SB 826, includes the following provision: "A corporation may increase the number of directors on its board to comply with this section". I'm not sure...more
California's board of directors gender quota bill, SB 826, continues its journey through the legislature. Having passed out of the Senate at the end of last month, SB 826 has already been voted out of two Assembly committees...more
Several previous posts have highlighted a bill that would impose a gender mandate with respect to the boards of directors of publicly traded corporations that maintain their principal executive office in California. Having...more
Senator Hannah-Beth Jackson's effort to mandate the number of female directors recently passed out of the Senate Committee on Judiciary. That should not be too surprising as Senator Jackson chairs the committee. The bill's...more
California Assemblymember Chris Holden has authored a bill that would require the University of California to conduct a study of the racial and ethnic diversity of the board of directors and employees of California high...more
An effort by several California legislators to impose gender quotas on publicly held corporations will be heard next week by the Banking and Financial Institutions Committee. SB 826, as amended on April 3, will apply to both...more
Earlier this month, California Senators Hannah-Beth Jackson and Toni G. Atkins introduced a bill, SB 826, that would require a publicly held corporation with its principal places of business in California to have a minimum...more