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Diversity Board of Directors Corporations Code

Allen Matkins

Does The Stock Market Believe That California's Board Diversity Mandates Enhance Firm Value?

Allen Matkins on

In 2018 and 2020, California enacted laws mandating that publicly held corporations (as defined) having their principal executive offices in California have specified minimum numbers of directors who are female and from...more

Barnea Jaffa Lande & Co.

Companies without a Control Core – Draft Bills Calls for Changes

The Ministerial Committee for Legislation has recently re-approved the draft amendment to the Israeli Companies Law. The aim of this amendment is to improve the corporate governance rules applicable to companies with no...more

Allen Matkins

Court Of Appeal Declines To "Sit On" Board Diversity Judgment

Allen Matkins on

In July, California Secretary of State Shirley Weber filed a petition for a writ of supersedeas in the California Court of Appeal with respect to the trial court's judgment in Crest v. Padilla.  In that case, the trial court...more

Sheppard Mullin Richter & Hampton LLP

Los Angeles Superior Court Invalidates California Board Diversity Statute, Rendering It Ripe for Review by the California Court of...

In Crest v. Padilla, No. 20STCV37513 (Cal. Super. Apr. 1, 2022), the Superior Court of California for the County of Los Angeles (Green, J.) declared that Section 301.4 of the California Corporations Code is unconstitutional...more

Skadden, Arps, Slate, Meagher & Flom LLP

California Trial Court Strikes Down Law Requiring Members of ‘Underrepresented Communities’ on Public Company Boards

In the first test of a state’s board-diversity requirement, a Los Angeles County Superior Court judge has entered summary judgment in favor of the plaintiff in Crest v. Padilla, who challenged the constitutionality of...more

Allen Matkins

Some Publicly Traded Corporations Have The Right To Remain Silent When They Are Publicly Held

Allen Matkins on

Readers of this space will know that the California's board diversity statutes apply to "publicly held corporations" and that California's corporate disclosure law applies to "publicly traded corporations".   Although these...more

Allen Matkins

Harvard Law Professor Warns Nasdaq's Proposed Board Diversity Rule Would Harm Investors

Allen Matkins on

Jesse Fried is the Dane Professor of Law at the Harvard Law School.  He and  Lucian Bebchuk wrote the book, Pay without Performance: the Unfulfilled Promise of Executive Compensation, a critical assessment of corporate...more

Allen Matkins

Why All Publicly Held Corporations Do Not File Corporate Disclosure Statements

Allen Matkins on

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

Allen Matkins

California Secretary Of State Releases Women On Boards Report

Allen Matkins on

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

Allen Matkins

Asking About Diversity Is Not As Easy As It May Seem

Allen Matkins on

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

Proskauer - California Employment Law

California Mandates Diversity Quotas for Corporate Boards

On September 30, 2020, Gov. Newsom signed Assembly Bill 979 (“AB 979”) into law. The new statute, which adds section 301.4 to the Corporations Code, is aimed at increasing representation from communities of color and the...more

A&O Shearman

Washington State Becomes Next to Mandate Gender Diversity on Boards

A&O Shearman on

Pursuant to the recently-amended Washington Business Corporation Act (WBCA), effective June 11, 2020, corporations subject to the WBCA that are public companies will be required to either have a “gender-diverse board” by...more

Allen Matkins

Secretary Of State Issues 2020 Women On Boards Report

Allen Matkins on

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

BCLP

Is succession planning on your board’s agenda?

BCLP on

The UK Corporate Governance Code 2018 focusses on the importance of diversity and succession planning. In this article we look at the current requirements, compliance and examine some of the issues companies should consider...more

Wilson Sonsini Goodrich & Rosati

California-Headquartered Public Companies Must Now Have a Female Director Under California Law

As we previously discussed, on September 30, 2018, former California Governor Jerry Brown signed legislation intended to ensure that public companies headquartered in California have at least one female director. This...more

Allen Matkins

Are Some Publicly Held California Corporations Exempt From The State's Female Board Quota Law?

Allen Matkins on

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

Allen Matkins

Secretary Of State Declares Enforcement of Gender Quota Law To Be "Entirely Speculative" And Casts Doubt On Rulemaking

Allen Matkins on

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

Allen Matkins

Can A Company Have More Than One Principal Executive Office?

Allen Matkins on

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

Allen Matkins

Where Is Your Corporation's Principal Executive Office?

Allen Matkins on

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

Allen Matkins

Can The Secretary Of State Refuse To Enforce California's Board Gender Quota Law?

Allen Matkins on

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

Allen Matkins

Leveraging The Power Of Women On Boards And Civil Rights

Allen Matkins on

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

Allen Matkins

Does California's Board Gender Quota Law Put Investors At Risk?

Allen Matkins on

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

Allen Matkins

Key Unanswered Questions About California's Gender Quota Law

Allen Matkins on

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

Allen Matkins

Are Company Misstatements Of Diversity Actionable Under Rule 10b-5?

Allen Matkins on

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

Allen Matkins

Publicly Held Corporations and Publicly Traded Corporations - Non Bis In Idem?

Allen Matkins on

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

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