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Why All Publicly Held Corporations Do Not File Corporate Disclosure Statements
Monday, March 15, 2021

California's female and underrepresented communities quota requirements apply to "publicly-held corporations".  California's Corporate Disclosure Statement requirement applies to "publicly-traded corporations".  California's Secretary of State's website describes publicly held corporations as a "subset of publicly traded corporations".  This is not strictly accurate.  See Some Differences Between "Publicly Held" and "Publicly Traded" Corporations

Moreover, not ever foreign corporation meeting the definition of a "publicly held corporation" is required to file a Corporate Disclosure Statement pursuant to California Corporations Code Section 2117.1.  Why?  A foreign publicly held corporation is required to file a Corporate Disclosure Statement only if it has registered to transact intrastate business pursuant to Section 2117.  Some publicly-held corporations do not transact intrastate business in California.  They may, for example, simply be holding companies.  Under Section 191(b) a foreign corporation is not be considered to be transacting intrastate business merely because its subsidiary transacts intrastate business or merely because of its status as, among other things, a shareholder of a domestic corporation or a foreign corporation transacting intrastate business. 

A Day To Be Wary?

Today is, of course, the Ides of March.  The word "ides" is derived from the Latin word for the 15th of the month in March, May, July and October and the 13th in the other months.  The Latin word is derived from the still older Etruscan word meaning to divide.  The 15th is roughly the dividing day of the month.  The assassination of Julius Caesar in 44 BCE made the date famous.

According to the Greek historian Plutarch, a seer warned Julius Caesar of this day while Caesar was on his way to the Senate:

ὥς τις αὐτῷ μάντις ἡμέρᾳ Μαρτίου μηνὸς, ἣν Εἰδοὺς Ῥωμαῖοι καλοῦσι, προείποι μέγαν φυλάττεσθαι κίνδυνον ἐλθούσης δὲ τῆς ἡμέρας προϊὼν

("A seer was telling Caesar on this day of the month of March, which is called the Ides by the Romans (Εἰδοὺς in Greek), a great danger was coming . . . ")

Fifteen centuries after Plutarch wrote these lines, William Shakespeare incorporated the seer's warning into his play, Julius Caesar:

Soothsayer. Beware the ides of March.

Caesar. What man is that?

Brutus. A soothsayer bids you beware the ides of March.

In Thornton Wilder's historical novel, The Ides of March, Caesar exclaims: "I govern innumerable men but must acknowledge that I am governed by birds and thunderclaps".  The story, of course, ends with Caesar's assassination and a different kind of "March madness".

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