California's female and underrepresented community board quota statutes apply to publicly held corporations having their principal executive offices in California "according to the corporation's SEC 10-K form". Cal. Corp....more
10/27/2021
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
In seeking dismissal of a federal court challenge to California's director quota mandates, the California Secretary of State argues "SB 826 and AB 979 guarantees that a corporation can appoint new directors through a race-...more
10/22/2021
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
As noted in prior posts, the Secretary of State has filed a motion to dismiss a federal court challenge to California's director quota laws (SB 826 and AB 979). The Secretary's brief includes several remarkable and...more
In July, a Texas non-profit membership association filed a complaint in the United States District Court for the Central District (Western Division) of California, Alliance For Fair Board Recruitment v. Weber, Case No....more
California Superior Court Judge Maureen Duffy-Lewis issued her ruling yesterday on the parties' respective motions for summary judgment in Crest v. Padilla (Cal. Super. Ct. Case No. 19STCV27561). In this case, the plaintiffs...more
9/29/2021
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
Readers may recall that there are at least two challenges to California's female director quota mandate (aka SB 826). In June, the Ninth Circuit Court of Appeals resurrected one suit by holding that the challenger has...more
9/23/2021
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
Professor Stephen Bainbridge writes that the Alliance for Fair Board Recruitment has filed a petition for review with the Fifth Circuit Court of Appeals challenging Nasdaq's board diversity rule. Some readers may be...more
Last year, the City of Pontiac General Employees' Retirement System filed a derivative suit against the Board of Directors and Chief Executive Officer of Cisco Systems, Inc. The gist of the complaint was that the "Defendants...more
8/10/2021
/ Board of Directors ,
California ,
CEOs ,
Cisco ,
Corporate Governance ,
Delaware General Corporation Law ,
Derivatives ,
Discovery ,
Diversity ,
Misrepresentation ,
Publicly-Traded Companies ,
Shareholders
Earlier this month, a Texas non-profit membership association filed a complaint in the United States District Court for the Western District of California, Alliance For Fair Board Recruitment v. Weber, Case No....more
7/20/2021
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
In 2018, California enacted SB 826 to impose female director quotas on publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K form, are located in California. ...more
6/23/2021
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
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
In the Mentor Blog today, Lynn Jokela writes about mandatory board retirement age policies at S&P 500 companies. Are such policies illegal in California?...more
Earlier this week, I wrote about the classifications used by ISS in determining whether a director is "diverse". In short, I found ISS' scheme illogical and perverse. California's board diversity mandate uses different...more
Last week, Liz Dunshee at TheCorporateCounsel.net noted that ISS has updated its policies and procedures to explain how it assesses racial and ethnic diversity. Currently, ISS considers board diversity in making voting...more
California's statutes requiring that publicly held corporations have a minimum number of female directors and directors from "underrepresented communities" rely upon the individual's self identification. Cal. Corp. Code §§...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
The constitutional infirmity of California's legislation, AB 979, mandating minimum numbers of directors was well known to the legislators. Both the Assembly and Senate floor analyses noted that earlier legislation mandating...more
3/30/2021
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
Last year, Nasdaq proposed to adopt listing rules related to board diversity. Earlier this year, Nasdaq proposed amendments to its proposals, stating...more
In 2018, California enacted legislation requiring publicly held corporations having their principal executive offices in the state to have minimum numbers of female directors. 2018 Cal. Stats. ch. 954. Despite pending...more
According to the California Secretary of State's Women on Board report, 22 publicly held corporations moved their principal executive offices out of California. These data were based on a comparison of annual reports filed...more
3/18/2021
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
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
A California corporation or a foreign corporation that has registered to transact intrastate business in California may be required to file either one or two annual statements with the Secretary of State. It may also be...more
I am aware of two pending challenges to the constitutionality of California's female director quota mandate. One, Crest v. Padilla, is pending in the Superior Court in Los Angeles. The other, Meland v. Padilla, is pending...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
In 2018, California enacted legislation, SB 826, requiring that board of directors of publicly held domestic and foreign corporations have a minimum number of female directors. Cal. Corp. Code §§ 301.3 & 2115.5. See...more