Business Law Corporations Committee

On August 6, 2019, a lawsuit was brought in Superior Court in Los Angeles County seeking (i) a judgment declaring expenditures of taxpayer funds and taxpayer-financed resources to implement SB 826 to be illegal, and (ii) an injunction to halt California’s Secretary of State (Alex Padilla) from expending taxpayer funds and taxpayer-financed resources to implement that law. SB 826 is a California law that went into effect on January 1, 2019 requiring publicly-held corporations--those with outstanding shares listed on a major United States stock exchange--that are incorporated in California or that have their principal executive offices here, to have at least one female director on their board by December 31, 2019. No later than December 31, 2021, such corporations must have at least one female director if their number of directors is four or fewer, at least two female directors if their number of directors is five, and at least three female directors if their number of directors is six or more. Read more

On July 1, 2019, the California Secretary of State released its first Report on Corporations with Female Board Members. The Report can be found on a new webpage launched by the Secretary of State called Women on Boards. The new webpage provides reports on corporations that have indicated compliance with SB 826 and the universe of identified companies that will have to comply, plus methodology and additional resources. Read more

In Han v. Hallberg (May 21, 2019), the court of appeal addressed an issue that probably lurks in many buy-sell agreements, including those involving limited liability companies and corporations. Read more

The Business Law Section of the Los Angeles County Bar Association is providing a complimentary Webinar — Annual California and Delaware Law Update (formerly known as the Glendon Tremaine Legal Symposium). Join Keith P. Bishop, Allen Matkins, and Michael D. Allen, Richards Layton & Finger, as they discuss recent California and Delaware case law developments, decisions and legislation affecting California corporations and foreign corporations located in the state. Read more

On March 19, 2019, the Corporations Committee submitted a comment letter to the Securities and Exchange Commission (the “SEC”) addressing earnings releases and quarterly reports. The letter was submitted in response to the SEC’s Request for Comment issued on December 18, 2018 (Release Nos. 33-10588; 34-84842) pursuant to which the SEC requested comments on how to address investor protections while reducing burdens associated with quarterly reports, such as reducing unnecessary duplication in the information disclosed. Read more

With SB 1431 (chapter 157, statutes of 2018), the California legislature tweaked two Civil Code sections relating to releases. Read more

The legislature amended Corporations Code § 1601, which grants shareholders the right to inspect and copy corporate records. The corporations subject to § 1601 are California corporations, foreign corporations having their principal executive office in California, and foreign corporations keeping records subject to shareholder inspection in California. Read more

On December 21, 2018, the Court of Appeal of California, Sixth Appellate District, affirmed in Drulias v. 1st Century Bancshares, Inc., 2018 Cal. App. LEXIS 1202, a trial court ruling that a forum-selection bylaw adopted by a Delaware corporation headquartered in California without stockholder approval was enforceable in California. Read more

The Corporations Committee of the Business Law Section has published its report, Legal Opinions in Business Transactions (Excluding the Remedies Opinion). Over two years in the making, the Report updates and expands the Committee's 1989 Report on Legal Opinions In Business Transactions. Read more