New California Board Representation Mandate: Compliance, Challenges and Penalties

Mandatory Minimums, Consequences of Noncompliance, Impact on Compensation and Other Governance Issues

This program has been cancelled

A live 90-minute CLE webinar with interactive Q&A

Thursday, December 6, 2018

1:00pm-2:30pm EST, 10:00am-11:30am PST

This CLE webinar will guide counsel on the new California law requiring female representation on the board of directors of resident companies. The panel will discuss the application of the new law, mandatory phase-in minimums, penalties for noncompliance, and necessary steps and challenges faced by companies headquartered in California.


On Sept. 30, 2018, California became the first state to mandate a minimum number of females on corporate boards of directors headquartered in California in accord with SB 826. This is the first state or federal law to prescribe such representation and counsel must understand all requirements, penalties for noncompliance and methods to avoid them.

California’s new law requires any publicly held domestic or foreign corporation with its principal executive office within California to have a minimum of one female director on its board of directors. This applies to companies that have outstanding shares listed on a U.S. stock exchange and includes foreign corporations (e.g., those incorporated in a state other than California).

Counsel must understand the requirements under the new law to be able to assist clients in evaluating their current board composition, diversity, pay and other board matters.

Listen as our panel discusses the mandatory requirements of California’s board representation law, its application to foreign corporations, the impact to director compensation, and other governance matters and best practices to ensure compliance and avoid penalties.



  1. Overview of California’s SB 826 and board representation
  2. Analysis of the law’s application and requirements
  3. Penalties for noncompliance and best practices to avoid them
  4. Impact on executive compensation and other governance issues


The panel will review these and other key issues:

  • Mandatory requirements for a board of directors under California SB 826
  • Principal challenges faced by resident companies
  • Applicability and impact on foreign corporations
  • Determining residency status and applicability based on company operations
  • Impact on director compensation and other governance issues
  • Best practices for compliance and avoiding penalties


Belani, Aarthi
Aarthi Belani

Jones Day

Ms. Belani focuses on M&A, venture deals, and social enterprise and impact investment. She represents strategic...  |  Read More

Mihanovic, Mark
Mark J. Mihanovic

McDermott Will & Emery

Mr. Mihanovic's practice is primarily focused in the areas of corporate finance and mergers and acquisitions...  |  Read More