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Key Unanswered Questions About California's Gender Quota Law

The California legislature has directed the Secretary of State to publish a report by March of next year on the number of corporations that are in compliance with the state's unique board gender quota law.  The legislature has also authorized the Secretary of State to fine corporations that violate the law.  Before the Secretary of State does either, however, it will need perforce to answer a number of questions, including the following:

  1. The law is applies to "a publicly held domestic or foreign corporation whose principal executive offices, according to the corporation’s SEC 10-K form, are located in California".  Cal. Corp. Code § 301.3(b). If a domestic corporation's principal executive offices are located in another state, is it subject to the law?
  2. No later than the close of 2021, the minimum number of directors will depend on the "number of directors".  Cal. Corp. Code § 301.3(b).
    1. Is the "number of directors" the number of authorized directors or the number of directors then in office?
    2. If the "number of directors" changes during the year, how will the minimum number of directors be determined?
  3. The law defines "publicly held corporation" as a "corporation with outstanding shares listed on a major United States stock exchange".  Cal. Corp. Code § 301.3(f)(2).
    1. What is a "major United States stock exchange"?
    2. Must a corporation have shares listed during the entire year or does it become subject to the law if it has shares listed on any day during the year?
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About this Author

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

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...

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