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Bill Threatens Further Obfuscation Of California's Board Quota Law

Two years ago, California State Senator Hannah-Beth Jackson introduced a bill imposing gender quotas on publicly held domestic or foreign corporations having their principal executive offices in California.  Then Governor Brown admitted "I don't minimize the potential flaws that indeed may prove fatal to its ultimate implementation."  Despite these concerns, he signed the bill into law.  The bill is currently facing at least two challenges.  

Sitting or Standing, Directors Are Still Directors

Senator Jackson introduced a bill, SB 1142, earlier this week that would amend the law (Cal. Corp. Code § 301.3) to specify that the minimum number of female directors is based on the number of sitting directors.  Presumably, "sitting" is intended to refer to the directors then in office.  However, this begs the question of when the number of sitting directors is to be determined.  The bill makes several other technical changes that further obfuscate rather than illuminate the law and does nothing to address the manifest unconstitutionality of the law.

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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm

Keith Paul Bishop is a partner in Allen Matkins' Corporate and Securities practice group, and works out of the Orange County office. He represents clients in a wide range of corporate transactions, including public and private securities offerings of debt and equity, mergers and acquisitions, proxy contests and tender offers, corporate governance matters and federal and state securities laws (including the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act), investment adviser, financial services regulation, and California administrative law. He regularly advises clients...