Diversity Requirements in Corporate Governance 
On September 30, 2020, California enacted AB 979, a first-of-its-kind statute requiring that publicly held corporations having their principal executive office in California include a minimum of one director from an underrepresented community. The statute expands on gender diversity requirements already enacted in several states and signals the first of a new wave of corporate board staffing and reporting requirements. We review AB 979 and similar state statutes mandating diverse boards or reporting on board diversity. We also discuss litigation relating to these statutes and consider how corporate boards are likely to look in the near future in view of this trend.

What You’ll Learn:

1. How to comply with various states’ corporate board diversity and reporting requirements
2. The status of litigation regarding board diversity statutes
3. How corporate boards are likely to look by 2025

A Look at Arizona’s Experience with Benefit Corporations
2020 saw private industry involve itself in social activism at an unprecedented level, with an estimated $10B donated to social causes connected to racial equity that year. This rise in corporate activism presents a timely opportunity to revisit the B Corp. Passed in 2015, Arizona’s Benefit Corporation statute provides a tool to organize for-profit corporations with an enforceable duty to advance social and environmental causes. However, according to B Lab, the third-party organization that certifies Benefit Corporations, there is only one active B Corp organized in Arizona. In this session, we examine how to organize a B Corp., its advantages and disadvantages, and why it remains underutilized in Arizona.

What You’ll Learn:

1. How to organize a Benefit Corporation in Arizona
2. The advantages and disadvantages of Benefit Corporations
3. Why the B Corp remains an underutilized corporate form

The End of Anonymous Shell Companies: An Update on the Corporate Transparency Act
On January 1, 2021 Congress completed the override of President Trump’s veto of the National Defense Authorization Act, passing that bill into law. Buried in the NDAA was a largely undiscussed measure called the Corporate Transparency Act, which requires the disclosure of the identities of the beneficial owners of non-publicly traded corporations to the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN). The provision, intended to combat terrorism and money laundering, is likely to affect thousands of parties with complex corporate ownership structures. We examine the statutory reporting requirements, the many exceptions to the requirements and the likely timeframe of the regulatory rollout.

What You’ll Learn:

1. Beneficial ownership disclosure requirements under the CTA
2. The mechanics of CTA disclosure and the timeframe of the regulatory rollout

Presented by: Business Law Section

Chair
Michael J Curley, Quarles & Brady LLP

Faculty
Allen Bromberger, Bromberger Law, New York, NY
Michelle E. Hernandez, Donahue Fitzgerald, Oakland, CA
Garth B. Jacobson, Esq.
Damian Martinez, Atkinson Andelson Loya Ruud & Romo, Pasadena, CA
Thomas Rutledge, Stoll Keenon Ogden, Louisville, KY