AB 2281

Bill Subjects

Abstract

Existing law, the General Corporation Law, requires a domestic corporation and a foreign corporation to file statements annually with the Secretary of State disclosing specified information concerning its operation and makes the information contained in the statements open to public inspection. Existing law specifies additional information that a publicly traded company is required to include in the statement, including a description of any services performed for the corporation by an independent auditor during its 2 most recent fiscal years, information regarding the compensation for the most recent fiscal year of the corporation paid to each director and certain corporate officers, information regarding any loans made to any director in the 2 most recent fiscal years at below market rates, and a description of any material pending legal proceedings to which the corporation is a party, including any final judgments entered against the corporation during the 5 preceding years. This bill would provide that these publicly traded corporations would be deemed to have satisfied various of those reporting requirements if the corporation includes certain information disclosed pursuant to federal securities laws relating to services provided to the corporation by an independent auditor, compensation paid to directors and certain corporate officers, and loans to directors. The bill would also revise these reporting requirements to require disclosure of any loan to a director in the 2 most recent fiscal years and any final judgment entered against the corporation during the fiscal years covered by the statement. The bill would make various other clarifying and technical changes to the reporting provisions applicable to publicly traded corporations.