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Shareholders Board of Directors Constitutional Challenges

Cooley LLP

Will an opt-in mechanism resolve the melee over Delaware’s controversial SB 21?

Cooley LLP on

As widely reported, the Delaware legislature has responded to increasing chatter and speculation about the intentions of some companies—as well as action in some cases—to change their states of incorporation from Delaware to...more

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

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

Fenwick & West LLP

California Court Finds California Board Diversity Law Unconstitutional

Fenwick & West LLP on

On April 1, 2022, the Superior Court of California, County of Los Angeles granted the plaintiffs’ motion for summary judgment in a case challenging the legality of AB 979 under the California Constitution...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

Goodwin

Fifth Circuit Panel Concludes FHFA Single-Director Structure is Unconstitutional

Goodwin on

On July 16, 2018, in Collins et al. v. Federal Housing Finance Agency et al. (No. 17-20364), a Fifth Circuit panel ruled that the single-director structure of the Federal Housing Finance Agency (FHFA) is unconstitutional. The...more

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