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
California's female director quota law was on trial last week. According to Brian Melley, a reporter for the Associated Press, a witness from the Secretary of State's office testified "It’s required but there’s no penalty,...more
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
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
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
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
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
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
Two years ago, California State Senator Hannah-Beth Jackson introduced a bill imposing gender quotas on publicly held domestic or foreign corporations having their principal executive offices in California. Then Governor...more
After being in effect for a year, California’s groundbreaking gender parity law for public company boards, while under legal attack, has not (yet) been enjoined in a similar manner to other recent creative California...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
The California Secretary of State's business programs division is reminding some corporations of their annual filing obligation and California's new female director quota legislation. The reminder is being mailed to...more
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
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
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
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
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
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
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
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