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Centros, California’s ‘Women on Boards’ Statute and the Scope of Regulatory Competition

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Abstract

In its 1999 Centros decision, the European Court of Justice affirmed that the EU right of establishment protects a corporation’s right to select a state of incorporation. Specifically, Centros rejected the argument that, under the real seat doctrine, the country in which the corporation’s head office is located may deny recognition or apply domestic corporate law to a corporation that is validly formed in another EU state. At the time, commentators broadly viewed Centros as opening the door to greater regulatory competition in Europe. Twenty years later, we examine Centros through the lens of SB 826—the California statute mandating a minimum number of women on boards. SB 826, like Centros, raises questions about the extent to which a forum state, as opposed to the state of incorporation, can impose its laws on corporations that operate within its borders. In the US, these questions are typically addressed by application of the internal affairs doctrine which provides that the law of the state of incorporation applies to the corporation’s internal affairs. Both SB 826 and Centros thus highlight the critical importance of the scope of the internal affairs doctrine. In this article, we stress the importance of the shareholder primacy norm to understanding the scope of US corporate law, which results in corporate law focusing primarily on matters of shareholder economic interest. We argue that the internal affairs doctrine should be understood within the context of the shareholder primacy norm and therefore directed to rules oriented to enhancing firm economic value. Considered in this context, SB 826 is distinctive in that it focuses on broader societal interests than traditional corporate law. In the same vein, EU corporate law has traditionally had a broader stakeholder orientation. We posit that the limited impact of the Centros decision, an impact which differed significantly from its predicted revolutionary effect, can be attributed to the greater focus of EU corporate law on social ordering and a more limited adherence to the shareholder primacy norm. Ironically, California’s adoption of SB 826 may portend a movement of the US towards Centros-style governance.

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Notes

  1. Case C-212/97 Centros Ltd. v. Erhvervs- og Selskabsstyrelsen [1999] ECR I-1459.

  2. See, e.g., Carney (2001), p 718, fn. 5 (‘For European Community members, the real seat rule appears to have been repealed in favor of the internal affairs rule by the recent decision of the Court of Justice of the European Communities, Centros Ltd. v. Erhvervsog Selskabsstyrelsen, 1999 ECJ CELEX LEXIS 708 (Mar. 9 1999)’); Doré (2014), p 331 (observing that, although commentators initially debated the scope of the Centros decision, ‘there is now general agreement that the EU Treaty requires Member States to apply the internal affairs rule to companies organized in other European countries.’).

  3. Doré (2014), p 328.

  4. Senate Bill 826.

  5. See, e.g., VantagePoint Venture Partners 1996 v. Examen, Inc., 871 A.2d 1108, 1110 n.1 (Del. 2005).

  6. See Grundfest (2018), p 1 (arguing that, except with respect to 72 such corporations, SB 826 is unconstitutional ‘because of the internal affairs doctrine’).

  7. See American Law Institute, Principles of Corporate Governance § 2.01 (1994).

  8. The UK also adheres to the principal of shareholder primacy. For a call to reconsider shareholder primacy and a claim that a corporation’s purpose should extend beyond profit maximization see The British Academy (2018).

  9. See von Meyerinck et al. (2019) (observing that Norway, ‘Belgium, France, Germany, Iceland, India, Israel, Italy, and Spain have all established’ mandatory gender quotas for corporate boards).

  10. On 29 March 2018, the Illinois House advanced a bill that would mandate both gender and racial diversity on corporate boards. See Bainbridge (2019b). A pending bill in the New Jersey legislature would require public companies to have a minimum of three female directors on their boards. Vittorio (2018).

  11. See Fisch (2006).

  12. The statute may also be vulnerable under the Equal Protection Clause of the US Constitution and the Civil Rights Act. See, e.g., Amar and Mazzone (2018) (discussing analysis under the Equal Protection Clause). This article does not address those issues.

  13. Other countries adhered to the incorporation doctrine, which applied the law of the country in which the business was incorporated. Gelter (2017).

  14. Case C-208/00 Überseering BV v. Nordic Construction Company Baumanagement GmbH [2002] ECR I-9919. See Gelter (2017).

  15. Gelter (2017).

  16. Centros, para. 27.

  17. See, e.g., Gelter (2017).

  18. Ibid.

  19. Case C-167/01 Kamer van Koophandel en Fabrieken voor Amsterdam v. Inspire Art Ltd. [2003] ECR I-10155.

  20. The applicable Dutch law was the Wet op de Formeel Buitenlandse Vennootschappen (Law on Formally Foreign Companies) (WFBV). The ‘WFBV defines a formally foreign company as a capital company formed under laws other than those of the Netherlands and having legal personality, which carries on its activities entirely or almost entirely in the Netherlands and also does not have any real connection with the State within which the law under which the company was formed applies.’ Inspire Art, para. 22. The WFBV imposed various obligations on formally foreign companies including ‘obligations concerning the company’s registration in the commercial register, an indication of that status in all the documents produced by it, the minimum share capital and the drawing-up, production and publication of the annual documents.’ Ibid., para. 23.

  21. Ibid., at para. 96.

  22. Ibid., at para. 105.

  23. Kieninger (2009), p 609.

  24. See, e.g., Dammann (2004), p 530 (‘European corporations faced with the prospect of free choice are likely to reincorporate in one or a few Member States, and it is highly probable that one or more of the smaller Member States will emerge as the leading jurisdiction(s).’).

  25. See, e.g., Jankolovits (2004), p 1004 (‘[T]he holding in Centros may create a race for the bottom in Europe.’). See generally Fisch (2000) (describing academic debate over whether regulatory competition results in a race to the bottom, a race to the top, or no race at all).

  26. See, e.g., Tröger (2005).

  27. Gilson (2001).

  28. See, e.g., Gelter and Reif (2017), p 1426 (observing that ‘the jurisdiction within the UK called “England and Wales” did not establish itself as the European Delaware’).

  29. Becht et al. (2008), p 242.

  30. Incorporation choices were also the result of company-specific incorporation costs. See Becht et al. (2008).

  31. See Ferran (2019) (observing that ‘the Centros decision […] was a powerful catalyst for the dynamic dismantling of minimum capital requirements in national company laws’).

  32. Choice of law rules in insolvency law ‘more closely resemble the real seat doctrine’. Bruner (2018). See Case C-594/14 Kornhaas v. Dithmar, ECLI:EU:C:2015:806 (holding that the application of German national law regarding the reimbursement of dividend payments made by a director after insolvency is properly characterized as insolvency law rather than company law and, as a result, does not infringe freedom of establishment as applied to an English corporation operating in Germany).

  33. Enriques and Gelter (2007), pp 600–602.

  34. Ringe (2013), p 262.

  35. Dammann (2003), p 613 (describing whether Germany would be able to keep codetermination as ‘the single most relevant question in the wake of Centros’).

  36. Gelter (2010) (reasoning that ‘regulatory competition on the US model could permit a German firm to escape co-determination and its two-tiered board via a simple merger with a UK shell set up for purpose of the merger’).

  37. See Wiesmann (2006).

  38. See Roth (2010) (stating that the Centros trio ‘has not produced any visible effect on German co-determination practice’, observing that, as of 2010, only 37 German companies incorporated or reincorporated outside of Germany to avoid codetermination, and noting that ‘The only major company incorporated as a public limited company (plc) is Germany’s second biggest airline, Air Berlin.’).

  39. See, e.g., Tröger (2005) (‘The explicitly “political” character of codetermination as a specific distributional settlement between corporate constituents makes it questionable whether a simple opt-out can be legitimised. Although freedom of choice in corporate law is generally granted, an opt-out from codetermination might be barred’).

  40. See Hodge (2010), p 142 (observing that ‘the ECJ has never specifically addressed a case where freedom of establishment has been used to avoid codetermination’).

  41. Moreover, any such result is far less likely after Brexit. See, e.g., Eidenmueller (2018) (arguing that Brexit will lessen regulatory competition by making it more difficult to choose UK law in the future).

  42. Ventoruzzo (2007).

  43. VantagePoint Venture Partners 1996 v. Examen, Inc., 871 A.2d 1116 (Del. 2005) (quoting McDermott, Inc. v. Lewis, 531 A.2d 206, 209 (Del. 1987)).

  44. Tung (2006), pp 45–46.

  45. Ibid. As Richard Buxbaum lucidly explains, the internal affairs doctrine began as a concept that addressed the power of courts to exercise jurisdiction over foreign corporations. Buxbaum (1987). See H.N.P., Jr. (1949), p 666 (‘Since the middle of the last century, American courts have uniformly expressed their reluctance to entertain controversies arising from the “internal affairs” of corporations incorporated in other states.’). Even at this time, the scope of the doctrine was unclear. As one court noted, to undertake an enumeration of when jurisdiction would and would not be entertained ‘would be a difficult and hazardous venture’. Travis v. Knox Terpezone Co., 215 N.Y. 259, 264, 109 N.E. 250, 251 (1915).

  46. See, e.g. Ribstein and O’Hara (2008) (describing debate over regulatory competition).

  47. See, e.g., Cary (1974) (claiming that issuer freedom to choose corporate law through selection of a state of incorporation produces a ‘race to the bottom’); Winter (1977) (challenging Cary’s claim and arguing that regulatory competition results in a ‘race to the top’).

  48. See, e.g., Suggs (1995), p 1103 (‘the requirements of a federal system of coequal sovereign states necessitates the promotion of [the internal affairs] doctrine to constitutional status’).

  49. VantagePoint Venture Partners 1996 v. Examen, Inc., 871 A.2d 1108 (Del. 2005).

  50. Ibid. See also McDermott, Inc. v. Lewis, 531 A.2d 206, 216–217 (concluding that the internal affairs doctrine is ‘compelled’ by the Due Process Clause, the Commerce Clause and the Full Faith and Credit Clause).

  51. See Rubenfeld (1988) (analyzing and rejecting arguments that the internal affairs doctrine is compelled by the Commerce Clause); Stevelman (2009) (‘Under modern law the [internal affairs doctrine] is best understood merely as a choice of law regime’); O’Hara and Ribstein (2009) (asserting that the doctrine does not have ‘special constitutional status’).

  52. See NY Bus. Corp. Law §§ 1317–1320; Cal. Corp. Code § 2115.

  53. The extent to which foreign corporation statutes are invalid under the internal affairs doctrine is unclear and is, in fact, the subject of an ongoing disagreement between the Delaware and California courts. Edwards (2010).

  54. Havlicek v. Coast-to-Coast Analytical Services, Inc., 39 Cal. App. 4th 1844 (Cal. App. 1995).

  55. Ibid., at p 1853.

  56. Thus, for example in VantagePoint Venture Partners 1996 v. Examen, Inc., 871 A.2d 1108 (Del. 2005) the Delaware Supreme Court held that the US Constitution prohibited California from imposing its corporate governance rules on companies with substantial business ties to California that were incorporated elsewhere.

  57. See, e.g., Stevens (2007) (comparing the perspectives of the courts in both states). Absent a determination by the US Supreme Court that the internal affairs doctrine is constitutionally compelled, it is unclear how this difference could be resolved.

  58. Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578 (2018).

  59. See Rubenfeld (1988), pp 379–380 (‘There can be no bright line-indeed no line at all-drawn to separate internal and external affairs; a corporation’s internal affairs are external affairs when they implicate third-party rights’).

  60. Jacobs (2009), p 1161 (‘The internal affairs doctrine is a judge-made choice-of-law rule which mandates that disputes regarding “internal affairs”—“those matters which are peculiar to the relationships among or between the corporation and its […] directors, officers and shareholders”—are governed by the laws of the state of incorporation.’).

  61. See generally Smith (1998) (describing the shareholder primacy norm in US corporate law).

  62. For example, directors and officers are accountable to shareholders alone by the constraints of fiduciary duties. Similarly, shareholders have the authority to elect directors and exercise voting power with respect to designated corporate transactions such as mergers and dissolutions.

  63. 2018 Del. Ch. LEXIS 578 (2018).

  64. Rest.2d Conf. of Laws, § 302, com. a, p 307.

  65. Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578 (2018).

  66. Ibid.

  67. Jacobs (2009), p 1161.

  68. As the Supreme Court has noted, ‘As a general matter, the law of the state of incorporation normally determines issues relating to the internal affairs of a corporation. […] Different conflicts principles apply, however, where the rights of third parties external to the corporation are at issue.’ First Nat’l City Bank v. Banco Para El Comercio Exterior De Cuba, 462 US 611, 621 (1983).

  69. 140 A.3d 1125, 1136.

  70. Ibid., at p 1136. The court nonetheless concluded that these concerns did not warrant extending the internal affairs doctrine to the plaintiffs’ Holders Claims (claims alleging damages based on the plaintiffs’ continuing to hold stock in reliance on the defendant’s misstatements).

  71. See, e.g. Easterbrook and Fischel (1991).

  72. See Winter (1977), pp 251–252.

  73. More problematically, the capital markets will not value the benefits legal rules provide to non-shareholder stakeholders.

  74. For example, the New York Stock Exchange requires listed corporations to have a minimum number of independent directors on their boards. NYSE, Inc., Listed Company Manual § 303A.

  75. Notably, neither SB 826 nor the federal securities laws provides a definition of principal executive offices. See Bainbridge (2019a).

  76. France, Norway, Italy, Spain, Belgium, India and Germany have all adopted gender quotas, Zillman (2017). The European Commission has proposed but not adopted legislation that would impose a 40% gender quota. Boffey (2017).

  77. See, e.g., Kramer et al. (2006).

  78. ‘CA Urges its Public Companies to Put More Women on Their Boards—SCR 62’, 2020 Womenonboards.com, https://www.2020wob.com/blog/ca-urges-its-public-companies-put-more-women-their-boards-scr-62.

  79. Ibid.

  80. Hentze (2019).

  81. Von Meyerinck et al. (2019).

  82. See SB 826 § 3 (adding § 2115.5 to the California Corporation code).

  83. See § 2115 (a).

  84. The statute also directs the Secretary of State to publish statistics on corporate compliance with the requirements as well as information on the number of corporations who move their headquarters into or out of California or that go private.

  85. ‘Gov. Brown Signs Law Requiring Women on Corporate Boards’, 30 September 2018, CBS SF Bayarea, https://sanfrancisco.cbslocal.com/2018/09/30/gov-brown-signs-law-requiring-women-on-corporate-boards/.

  86. See Letter from Governor Edmund G. Brown, Jr. to the Members of the California State Senate dated 30 September 2018, https://www.gov.ca.gov/wp-content/uploads/2018/09/SB-826-signing-message.pdf (observing that ‘[there] have been numerous objections to this bill and serious legal concerns have been raised.’). Commentators have identified two principal bases on which the legislation may be vulnerable. First, because the statute purports to regulate firms incorporated outside of Delaware, it may violate the internal affairs doctrine. See Grundfest (2018). Second, the imposed gender quota may violate the equal protection rights conferred by both the US and California Constitutions. See, e.g., Amar and Mazzone (2018). California’s own legislative analysis concluded that ‘the use of a quota-like system, as proposed by this bill […] may be difficult to defend.’ Clark and Nakagawa (2018), p 6. This article does not consider the equal protection arguments nor arguments that the statute is invalid under the Civil Rights Act.

  87. E.g. Grundfest (2018).

  88. We note that such a challenge to the statute would likely occur in a California court as a defense to California’s effort to enforce the fines applicable under the statute to firms that fail to comply.

  89. See, e.g., Del. Gen. Corp. L. § 141(a) (providing that corporations are managed by or under the direction of the board of directors); Bainbridge (2003), p 560 (‘it is the board of directors that personifies the corporate entity’).

  90. Dodd-Frank Wall Street Reform and Consumer Protection Act Pub. L. No. 111–203, §§ 951–953, 124 Stat. 1376, 1899–904 (2010) (codified as amended at 15 USC §§ 78j-3, 78l, 78n to 78n-1).

  91. We further note that nothing in SB 826 directly conflicts with Delaware or any other state’s regulation of corporate boards. Nothing in the Delaware statute, for example, addresses the topic of gender diversity or imposes a different threshold than the California statute. Indeed, Delaware expressly authorizes corporations to adopt charter and bylaw provisions establishing director qualifications, and some corporations have done so. See Cain et al. (2016). Similarly, the NYSE and Nasdaq establish mandatory thresholds for director independence, and those requirements are generally viewed as supplementing rather than conflicting with Delaware law.

  92. See SB 826 § 1.

  93. See, e.g., Broome et al. (2011), p 765 (observing that ‘the empirical literature on corporate board diversity also yields largely inconclusive results.’).

  94. See, e.g., Adams and Ferreira (2009) (noting better performance metrics of companies with more female directors).

  95. See Rhode and Packel (2014), pp 383–385 (reviewing empirical literature).

  96. E.g., Shehata et al. (2017).

  97. But see Matsa and Miller (2013) (comparing firms subject to Norway’s mandatory quota with unaffected firms and finding lower short-term profits in affected firms). Ahern and Dittmar document a similar impact on Tobin’s q. Ahern and Dittmar (2012).

  98. See Broome et al. (2011) (noting that ‘even in those studies that have been able to establish a correlation, the direction of causality is unclear.’).

  99. E.g., ibid.; Boulouta (2013); Zhang et al. (2013).

  100. See, e.g., Marquis and Lee (2013) (finding a positive and significant relationship between the ‘proportion of female board members [and] overall philanthropy.’).

  101. Again, these studies measure correlation not causation.

  102. See, e.g., Klein (2017).

  103. ‘2018 Gender Diversity Index Key Findings’, https://www.2020wob.com/companies/2020-gender-diversity-index.

  104. ‘2020 Women on Boards Reports Half of Russell 3000 Companies Lack Women Directors on Boards, IPOs Fare Worse’, Businesswire, 8 November 2018, https://www.businesswire.com/news/home/20181108005102/en/2020-Women-Boards-Reports-Russell-3000-Companies.

  105. Fuhrmans (2018).

  106. Stewart (2018).

  107. Carpenter (2018).

  108. Ibid.

  109. Cook and Glass (2015).

  110. See, e.g., Glass Lewis (2017), p 2 (‘Both theoretically and empirically, it appears that increasing female representation on boards begets more gender diversity throughout the organization’).

  111. Larrieta-Rubín de Celis et al. (2015).

  112. SB 826, Section 1.

  113. See, e.g., Levick (2018) (describing ways in which female directors can assist corporations in addressing issues of sexual harassment).

  114. See, e.g., Sin (2018) (identifying the perspective that the absence of women on the boards of California-headquartered companies is disappointing given the reputation of ‘California as progressive and a leader on social issues’ and that ‘an economy as big as California’s ought to ‘set an example globally for enlightened business practice.’).

  115. See, e.g., von Meyerinck (2019) (observing that ‘examples of California leadership involve renewable energy, sentencing reform, and legalization of marijuana usage.’).

  116. See Peirce (2018) (describing SB 826 as ‘embrac[ing] a stakeholder approach […] Shareholders are mentioned, but the list of beneficiaries features stakeholders prominently’).

  117. Indeed, the recognition that the interests of shareholders might not be perfectly aligned with the interests of other stakeholders has led a number of states to adopt legislation explicitly authorizing corporate boards to consider non-shareholder interests. See Geczy et al. (2015) (describing constituency statutes and examining their effect on institutional investors’ investment decisions).

  118. See ibid. (describing the California legislation as ‘one piece of a broader set of ideas encapsulated by the snappy acronym ESG’).

  119. Compare Unruh et al. (2016) (describing mounting evidence ‘that sustainability-related activities are material to the financial success of a company over time.’) with Canary (2018) (expressing skepticism that, in most cases, sustainability considerations are economically material).

  120. Fisch (2019).

  121. Canary (2018).

  122. See, e.g., Friedman (1970), p 32. See also Armour et al. (2017) (considering extent to which non-economic issues are beyond the boundaries of corporate law and terming such regulation ‘external corporate law’).

  123. As noted above, several states followed California’s prior adoption of a non-binding board diversity resolution. See supra n. 80 and accompanying text.

  124. Bainbridge (2019b).

  125. Green and Vittorio (2018).

  126. Cain (2018) (considering whether Michigan should ‘follow California’s lead and enact a law requiring publicly-held corporations to have at least one female board member’).

  127. Sciabacucchi v. Salzberg, 2018 Del. Ch. LEXIS 578 (2018). More recently, the SEC has faced a debate over whether proposals seeking to adopt certain forum selection bylaws are within the scope of shareholders’ bylaw authority. Clayton (2019).

  128. It is noteworthy that at least one commentator has argued that shareholder activism is a more appropriate vehicle for increasing board diversity than SB 826. Grundfest (2018). In the early 1990s shareholders sought to use Rule 14a-8 to address board diversity. The effort had limited success, in part because the SEC allowed issuers to exclude binding shareholder initiatives on the grounds that they might violate federal civil rights law. See, e.g., In Apple Computer, Inc. (15 October 1992); Wang Laboratories, Inc. (11 August 1992); Transamerica Corporation (3 March 1992) and Sears, Roebuck & Company (3 March 1992).

  129. Von Meyerinck et al. (2019). Notably, the authors of this study attribute these declines to the legislation of non-economic values and fear of future non-economic legislation of this type, not the imposition of the gender quota per se.

  130. Cf. Buccola (2018) (observing that the internal affairs doctrine is best understood as protecting against opportunistic behavior by shareholders).

  131. See Carney (1997) (demonstrating how competition has led to relative uniformity in US corporate law).

  132. For example, Delaware adopted the pioneering § 102(b)(7) authorizing limits on director personal liability in the wake of the Delaware Supreme Court’s decision in Smith v. Van Gorkom, 488 A.2d 858 (Del. 1985). Del. Gen. Corp. L. § 102(b)(7). As Bill Carney shows, ‘Led by Delaware’s legislature in 1986, forty-two states passed virtually identical legislation within 8 years permitting corporate charters to elect to exculpate directors from all liability for negligence, while six other states either placed ceilings on liability or simply removed such liability by statute.’ Carney (1998), p 734.

  133. Strine (2016).

  134. See, e.g., Hopt (1994), p 208 (‘Maximization of shareholders’ wealth has hardly ever been the objective of German stock corporations […].’); Roe (2003) (French corporate law ‘is said to encourage managers to run the firm in the general social interest, for all the players in the firm.’); Raaijmakers and Beckers (2015), p 293 (the Netherlands ‘Corporate Governance Code is based on the principle that a company is a long-term alliance between the various parties involved in the company, such as employees, shareholders and other investors, suppliers, customers, the public sector and public interest groups.’).

  135. See, e.g., Directive 2014/95/EU, of the European Parliament and Council, Art. 1 [2014] OJ L330/1, p 5 (imposing sustainability reporting requirement); Baselli (2019) (reporting that Northern Europe is home to the leading corporations with respect to sustainability practices).

  136. See, e.g., Peirce (2018) (criticizing SB 826 and ‘government attempts to remake corporations for the benefit of so-called stakeholders.’); Sutherland (2018) (reporting that ‘ESG goals are a new and somewhat controversial tool in corporate governance’).

  137. See Ebke (2015), p 1031, fn. 68 (explaining codeterminaton).

  138. Roe (1999), p 202, fn. 7 (‘Companies with more than 20,000 employees must have a twenty-person board; those with less than 10,000 must have a twelve-person board; and those between 10,000 and 20,000 get a sixteen-person board.’).

  139. I.e. Davies and Hopt (2013), p 344.

  140. Eisenberg et al. (1998) and Yermack (1996).

  141. See also Case C-566/15 Erzberger v. TUI AG, ECLI:EU:C:2017:562 (concluding that EU law did not prevent Germany from limiting codetermination rights to those workers of a German firm that were based in Germany).

  142. Keijzer et al. (2017), p 10.

  143. Kadi (2012) and Bouloukos (2007).

  144. Davies and Hopt (2013).

  145. Eidenmueller et al. (2009).

  146. See, e.g., Deakin (2006).

  147. See, e.g., Gordon (2018) (observing that ‘that the corporate governance regimes of the EU Member States still exhibit significant divergence [and asking] Why isn’t there a fully harmonized company law after more than 20 years of trying?’); Enriques (2017), p 777 (observing that ‘EU Member States’ company laws are not uniform, despite half a century of harmonization measures, and will most likely never be.’).

  148. See, e.g., Andersen (2018).

  149. Gordon terms these ‘partial convergence and divergence-within-convergence’. Gordon (2018).

  150. See ibid. (noting that ‘strength of national identity and the comparative weakness of European identity is the ultimate hindrance to corporate law convergence in the EU’).

  151. Doré (2014), p 332.

  152. See generally Carney (1997), pp 318–319 (describing general structure of EU Company Law Directives).

  153. See also Pollman (2019) (identifying the effectiveness of social constraints at limiting regulatory arbitrage).

  154. This conclusion may explain the finding of von Meyernick et al. (2019) that public companies headquartered in liberal states prone to adopt this type of legislation experienced more negative share declines upon the enactment of SB 826.

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  1. Saul A. Fox Distinguished Professor of Business Law, University of Pennsylvania Law School, Philadelphia, PA, USA

    Jill Fisch

  2. Professor, University of California Berkeley, School of Law, Berkeley, CA, USA

    Steven Davidoff Solomon

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Fisch, J., Davidoff Solomon, S. Centros, California’s ‘Women on Boards’ Statute and the Scope of Regulatory Competition. Eur Bus Org Law Rev 20, 493–520 (2019). https://doi.org/10.1007/s40804-019-00156-w

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