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Securities and Exchange Commission (SEC) Board of Directors Corporations Code

Cranfill Sumner LLP

Time’s Up for the SEC’s ‘Gag Rule’? Predictions on Its Potential Demise

Cranfill Sumner LLP on

Since 1972, the U.S. Securities and Exchange Commission (SEC) has enforced an informal yet impactful provision, Rule 202.5(e) (17 § C.F.R. 202.5(e)), commonly referred to as the “No Admit No Deny” or just “No Deny” policy or,...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

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

Allen Matkins

Secretary of State Mails Corporate Filing Reminder

Allen Matkins on

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

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

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

Allen Matkins

Why The Mandated Report On Female Directors Fails To Provide Meaningful Information

Allen Matkins on

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

Allen Matkins

What Happens When Directors Elected By The Shareholders Are Not A Majority?

Allen Matkins on

Section 305(a) of the California Corporations Code empowers a board of directors to fill vacancies with two important exceptions. First, the articles of incorporation or bylaws may provide otherwise. Second, the board may...more

Allen Matkins

When A Majority Won’t Suffice

Allen Matkins on

For California corporations, the general rule is that an act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. Cal. Corp. Code §...more

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