Securities and Exchange Commission (SEC), Shareholders, Constitutional Challenges

Issuer Retreats From Racial Share Allocation Scheme

Allen Matkins on 5/7/2025

In February, I wrote about a proposed offering that involved a racially based share allocation scheme. Last month, it appeared that the offering was stalled at the Securities and Exchange Commission. Recently, the company,...more

May Corporations Allocate Shares Based On Race, Gender, Or Ethnicity?

Allen Matkins on 2/11/2025

Last December, Bally’s Chicago, Inc., a Delaware corporation and indirect subsidiary of Bally’s Corporation filed a registration statement with the Securities and Exchange Commission to raise funds in connection with the...more

Time’s Up for the SEC’s ‘Gag Rule’? Predictions on Its Potential Demise

Cranfill Sumner LLP on 12/10/2024

Since 1972, the U.S. Securities and Exchange Commission (SEC) has enforced an informal yet impactful provision, Rule 202.5(e) (17 § C.F.R. 202.5(e)), commonly referred to as the “No Admit No Deny” or just “No Deny” policy or,...more

Dismissal of Shareholder Derivative Suit for Failure to Allege Demand Was Excused

Goodwin on 11/3/2022

On September 27, 2022, U.S. District Judge Kevin McNulty of the District of New Jersey dismissed a consolidated derivative action allegedly brought on behalf of Cognizant Technology Solutions Corporation against certain...more

California Court Finds California Board Diversity Law Unconstitutional

Fenwick & West LLP on 4/5/2022

On April 1, 2022, the Superior Court of California, County of Los Angeles granted the plaintiffs’ motion for summary judgment in a case challenging the legality of AB 979 under the California Constitution...more

What Happens When Directors Elected By The Shareholders Are Not A Majority?

Allen Matkins on 1/11/2019

Section 305(a) of the California Corporations Code empowers a board of directors to fill vacancies with two important exceptions. First, the articles of incorporation or bylaws may provide otherwise. Second, the board may...more