Yesterday, the California Supreme Court issued its opinion in Patterson v. Padilla, Case No. S257302 (Nov. 21, 2019). At issue was "whether portions of the recently enacted Presidential Tax Transparency and Accountability Act...more
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
I wrote that the California General Corporation Law defines "foreign corporation" to include, for some but not all purposes, business associations organized as trusts under the laws of a foreign jurisdiction. Cal. Corp. Code...more
California Corporations Code Section 17702.07(c) provides that an individual who signs a record authorized or required to be filed under the California Revised Uniform Limited Liability Company Act "affirms under penalty of...more
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
A foreign corporation that transacts intrastate business in California must first obtain a certificate of qualification from the California Secretary of State by filing a statement of designation. Cal. Corp. Code § 2105(a)....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
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
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
California's Administrative Procedure Act requires that a state agency follow a rigorous notice and comment process when adopting a regulation. Although the APA broadly defines "regulation", forms are excepted. Gov't Code...more
Recently, I wrote about the Nevada Secretary of State's proposal to adopt regulations implementing legislation that imposes a fiduciary standard on brokers. See Nevada Secretary Of State Unveils Proposed Broker-Dealer...more
NRS 628A.020 imposes a fiduciary duty on financial planners. In 2017, the Nevada legislature enacted legislation prohibiting broker-dealers and sales representatives from violating the fiduciary duty imposed by NRS 628A.020....more
In June 2017, the California Secretary of State announced the debut of Bizfile, an online portal to help businesses file, search, and order business records quickly and conveniently from one webpage. Over the last year, the...more
California's former corporations law required that the articles of incorporation include the county in California "where the principal office for the transaction of the business of the corporation is located". The drafters...more
When I first heard about Delaware's new statute establishing a procedure for dividing a limited liability company, I immediately flashed back to High School Biology class and meiosis. In meiosis 1, a single cell divides into...more
I suppose that some unincorporated persons might be tempted to add "Inc." to give an impression of corporality to their activities. Although Nevada is famously lenient to many vices, impersonating a corporation is not one of...more
California's new law imposing gender quotas on boards of publicly held corporations imposes significant new responsibilities on the office of the California Secretary of State. This will put the office in the difficult...more
I have previously noted how state efforts to police "false news" dates to at least colonial times. See California Considers Following New England Colonists In Outlawing Fake News. Continuing this trend, Governor Brown last...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
The California Secretary of State's office yesterday announced two improvements to its business website. The first is "Eureka" which is intended to allow the public to navigate the Secretary of State's website using...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
Marlene Dietrich reportedly said "When you're dead, you're dead, thats it." At one time, that was true of limited liability companies formed under California's Revised Uniform Limited Liability Company Act. ...more
Identity theft, including business identity theft, is all too common. In its most straightforward form, the thief simply appropriates the identity of an individual or business and uses that identity to obtain goods,...more
California's legislature reconvened last week for the second year of its biennium. Assemblyman Marc Steinorth began the session by introducing a bill requiring the Secretary of State to exclude certain personal information...more
California Secretary of State Alex Padilla wants to help entrepreneurs in California by launching a new online business portal...more