Several provisions of the California General Corporation Law that require filing with the Secretary of State specify that the filed instrument must include the Secretary of State's file number. E.g., Cal. Corp. Code §§...more
On Monday, I noted that because California's female director quota law uses the word "shall", it is mandatory. Confused? Here's how I break down the law...more
12/10/2021
/ 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 the trial of of the constitutionality of SB 826, California's female director quota, law continues, the question of the plaintiffs' standing remains in contention. As I reported in June of last year, Judge Maureen...more
12/7/2021
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
SB 826 is scheduled to go on trial today before Los Angeles Superior Court Judge Maureen Duffy-Lewis. Crest v. Weber, Cal. Super. Ct. Case No. 19STCV27561. SB 826 requires all publicly held corporations headquartered in...more
12/1/2021
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
It should be a surprise to no one that California's laws imposing strict gender and diversity requirements on publicly held corporations continue to attract legal challenges. Tomorrow, a trial is scheduled to begin in...more
11/30/2021
/ Board of Directors ,
California ,
Corporate Governance ,
Diversity ,
Gender Equity ,
Publicly-Traded Companies ,
Quotas ,
Secretary of State ,
Shareholders ,
State and Local Government ,
Woman Board Members
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
As noted in yesterday's post, Secretary of State Shirley N. Weber is asking U.S. District Court Judge R. Gary Klausner to dismiss a challenge to California's board quota statutes. In her motion to dismiss, the Secretary of...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
The California Uniform Partnership Act of 1994 permits, but does not require, a general partnership to file a statement of partnership authority with the California Secretary of State's Office. Cal. Corp. Code § 16303. ...more
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
Gertrude Stein's 1933 book The Autobiography of Alice B. Toklas is well known. Her 1937 sequel, Everybody's Autobiography, is not. Despite the relative obscurity of Everybody's Autobiography, one line of the book is known...more
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
The California Secretary of State suspends or forfeits an entity for failure to file the required Statement of Information, and in the case of a domestic corporation that is an association formed to manage a common interest...more
Corporations Code Section 17702.09 requires every California limited liability company and every foreign limited liability company registered to transact intrastate business in California to file and update a Statement of...more
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
California's Bulk Sales Law dates to 1990 when the legislature adopted a new Division 6 to the Commercial Code. Cal. Stats. 1990, ch. 1191. The current law is a farrago of prior law and the then uniform act recommended by...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
Last week, the California Secretary of State's Business Programs Division received the 2021 Merit Award from the International Association of Commercial Administrators (IACA) for its new eForms Online application. According...more
About eight years ago, I wrote about Section 201(a) of the California Corporations Code which prohibits the Secretary of State from filing articles of incorporation setting forth a name in which “bank,” “ trust,” “trustee,”...more
When a California corporation merges into a foreign corporation, the merger becomes effective in accordance with the law of the jurisdiction in which the surviving corporation is organized. In California, the merger will be...more
One of the many inconveniences imposed by the Covid-19 pandemic has been the difficulty in obtaining notarization of documents. Yesterday, Secretary of State Dr. Shirley N. Weber held a Zoom hearing to discuss whether remote...more
4/29/2021
/ Amended Rules ,
California ,
Coronavirus/COVID-19 ,
Electronic Notarization Standard ,
New Regulations ,
Notarization ,
Personal Data ,
Personally Identifiable Information ,
Public Notaries ,
Remote Notarization ,
Secretary of State ,
State and Local Government ,
Virtual Notarization Procedures
Section 2117 of the California Corporations Code requires every foreign corporation (other than a foreign association) that is qualified to transact intrastate business to file a statement of information. The initial...more