Recall the California law that requires (required) the boards of directors of California-headquartered public companies to have at least one member of an “underrepresented” race, ethnicity or sexual orientation, and two to three for larger boards. Recall further that California Superior Court Judge

Terry Green judge struck the law for violating California’s constitution.

Now The Wall Street Journal includes a bit of the judge’s reasoning from his opinion.

the judge says no one “appears to have made any effort to identify, define, or survey the qualified talent pool for director positions.”


In an associated footnote, the judge went on, with clarity that even a California Progressive-Democrat should be able to discern.

Some of the experts have identified common feeder positions (such as “C-Suite” executive roles) and academic qualifications (such as an MBA), but there appears to be no one single” gatekeeping “qualification that could be used to define the pool in the way that a license might for lawyers and medical professionals, or a credential might for teachers.

Then he drove the point home in his conclusion.

Corporations Code § 301.4 [the board of directors membership law] violates the Equal Protection Clause of the California Constitution on its face. The statute treats similarly situated individuals—qualified potential corporate board members—differently based on their membership (or lack thereof) in certain listed racial, sexual orientation, and gender identity groups. It requires that a certain specific number of board seats be reserved for members of the groups on the list—and necessarily excludes members of other groups from those seats.

It’s hard to get any clearer than that, but if the California Progressive-Democratic Party legislators are true to their history, they’ll work hard to find a way to be confused.

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