July 23, 2021

More on “So, Homeless Public Companies Are A Thing Now?”

Earlier this week, I blogged about the phenomenon of “remote-first” public companies that purportedly don’t have principal executive offices. Keith Bishop recently blogged that the location of a company’s principal executive offices can have some important real world implications – including determining whether the company is subject to California’s board gender diversity statute.  Here’s an excerpt:

California’s new board gender quota law places great weight on the location of a corporation’s principal executive offices. The law applies to a publicly held foreign corporation when its principal executive offices, according to its Form 10-K, are located in California. Cal. Corp. Code § 301.3(a). The law also applies to a publicly held domestic corporations, but it is not clear whether it applies only when their principal executive offices are located in California.

Keith notes that the SEC doesn’t define the term “principal executive offices” for purposes of 10-K filings and provides some examples – in addition to our homeless issuers – of companies have taken a somewhat “flexible” approach to where their principal executive offices are located.

John Jenkins