
California to become first state to require companies to have women on boards - pseudolus
https://psmag.com/social-justice/california-is-about-to-become-the-first-state-to-require-companies-to-have-women-on-their-boards
======
traviswingo
Does this only apply to companies incorporated in the state? Most companies
operating in CA (at least I assume the ones they’re trying to target) are
incorporated in Delaware. Seems like this won’t make a difference if that’s
the loophole.

On another note, what the flying fuck is this supposed to achieve? All this
will create is scenarios where people are only there because they legally have
to be, not because they’re the best person for the job.

I’m 100% for equal rights. I don’t judge a person by anything but their
ability to perform the job as best as possible. This isn’t equal rights. This
is a legally binding pitty-hire. Hopefully people leverage it positively,
though, and start considering more women for board positions. On that note,
women need to also push for these positions, too. It’s not exactly a cookie
cutter issue.

~~~
classichasclass
"... would require a domestic general corporation or foreign corporation that
is a publicly held corporation, as defined, whose principal executive offices,
according to the corporation’s SEC 10-K form, are located in California"

Thus, out of state businesses like Delaware corps are likely exempt. For the
full text of SB 826,
[https://leginfo.legislature.ca.gov/faces/billTextClient.xhtm...](https://leginfo.legislature.ca.gov/faces/billTextClient.xhtml?bill_id=201720180SB826)

~~~
gamblor956
It doesn't matter where they are incorporated if they have their executive
offices in the state of California.

Few businesses incorporate in Delaware have offices in Delaware because it's
generally not a state executives want to live in.

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LyndsySimon
After skimming the bill, I have to say that this is a bad law.

Without even considering whether or not I would support the purpose for which
it was written, I can't imagine it passing constitutional muster - on its face
it violates both the Fourteen Amendment's "equal protection" clause and Title
VII of the Civil Right Act of 1964.

If what they want to accomplish is "ensure that corporate boards are not made
up entirely of men", then the law should have been written to say that in a
way that is not gender-specific - instead of definition "female", it should
have defined "minority gender", and required minimum numbers of the minority
gender on boards of given sizes.

There's also the small consideration that as far as I can tell, a corporation
that has only one shareholder of record can have a board with only one member.
This bill appears to literally make it illegal for anyone who does not self-
identify as a woman to form and operate such a corporation. Existing
corporations in this class would be forced by law to add an additional board
member if and only if the owner is not female. That's absurd.

~~~
greenleafjacob
The language of 301.3(a) is "a publicly held domestic or foreign corporation".
I'm not sure if it's intended to be read as "publicly held AND (domestic OR
foreign)" but it seems like that is how it should be read in light of
2115.5(b). In that case, how many _public_ corporations have one board member?

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mg794613
Good. Now also the different races. Also the different religions. Etc.

Just kidding...

Why not turn it around, let them prove the best were not hired based on these
variables. For example, if a comoany has all white males in the board, start
and investigation if they could also have hired a non white-male. Just putting
'a' woman in is not going to solve the deeper problem. In fact that would just
be cosmetically covering up the deeper problem. also if I were a woman, I'd
liked to be hired for my skills, not my vagina...

~~~
empthought
It's OK, this crowd will disregard your vagina anyway.
[https://twitter.com/ccchloe/status/1019633671853301762](https://twitter.com/ccchloe/status/1019633671853301762)

~~~
gambiting
So this person is ok with 50% of the parliment being filled with a group that
represents maybe 0.00001% of the society? Great.

~~~
veidr
Wait, I'm confused: do you think there are only ~700 trans people identifying
as female in the world, or do you think there are only 7 of them in the UK?

~~~
gambiting
Neither - I used a small percentage without actually thinking about the value,
because I don't think that the number of zeros past the decimal point changes
the point I'm trying to make.

~~~
joshuagross
It does.

~~~
gambiting
In what way exactly? can you explain please? How is my point changed whether I
use 0.001% or 0.000001% or 0.00000001%? The overall idea of a "very small
number" is conveyed regardless of the number of zeroes used - if that's not
true, please enlighten me.

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astura
Wouldn't having quotas violate Title VII of Civil Rights Act of 1964? Unless
board members aren't considered employees?

Honestly, this is just a bad law and I'm a feminist. I don't think _quotas_
are the right way to solve inequality and only furthers the culture wars.

A lot of the landmark civil rights cases in the 1970s involved obtaining
rights for men, such as spousal social security and spousal military benefits.
This is a step backwards.

~~~
LyndsySimon
> Wouldn't having quotas violate Title VII of Civil Rights Act of 1964?

As far as I can tell (IANAL), yes.

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jefurii
Sounds like a great idea. My wife sits on the board of a nonprofit. The staff
of this org is largely female yet my wife is the only female on the board. The
men on the board have been truly insensitive to the needs of their staff, and
my wife has had to work hard to advocate for them.

Just as important would be to require that boards have employees on them.
Heck, better than that just do away with the board entirely and have worker
cooperatives.

~~~
toasterlovin
> Just as important would be to require that boards have employees on them.

Why stop there? Boards should include people from all the company's suppliers
as well. And also people who live in the neighborhoods that the company does
business in. And some government officials, too, since they have a vested
interest in the company's tax payments.

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LinuxBender
This is probably an unpopular or taboo opinion, but I believe in equal rights
and merit based achievements. Basing employment, status or title on a persons
gender or ethnic background is the opposite of equal rights, in my view. I see
it as two wrongs trying to equal a right.

~~~
godzillabrennus
Agreed.

I’m sure my thoughts are also unpopular but if gender is a choice then maybe I
do a reverse Lauren Southern and register as a woman to get a board spot and
lower car insurance rates?

~~~
creep
A man I know has already done this in order to get cheap car insurance. Kinda
sad, really.

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telltruth
Is there any evidence that women are actively prevented from getting on the
board due to bias? If not then I worry about these kind of laws. I am seeing
too many big shots desperately painting themselves as minority messiah to
boost own career and get attention in press. This is very slippery slope.
What’s next? Forcing businesses to hire people each race, country and sexual
orientation? Once you abandon meritocracy, it’s then all about what you are
born with and not in your control. Laws are supposed to protect citizens from
this! I hope one of these days Supreme Court makes these kind of reservation
system illegal.

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ghobs91
Equal rights is not the same thing as equal outcomes. This law seems very ham
fisted.

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Bjartr
Maybe I'm being overly pessimistic, but my first thought is how long before
someone claims MtF status for the exclusive[1] purpose of not really
fulfilling this requirement.

[1] i.e. do not actually identify as female. I make no statements about
genuinely trans people in this post.

~~~
dx87
Probably not very long. There was already a man in South America who
identified as female in order to take advantage of females in his country
being able to retire earlier than males, a male in Canada identifying as
female in order to get cheaper car insurance, and a male in Canada who
identified as female in order to get sent to a female prison instead of male
prison.

It's probably going to be a problem as long as "you are whatever you choose to
identify as" and "people that identify as certain things deserve govt
regulated special treatment" co-exist as concepts.

~~~
astura
I would think identifying as a female SOLELY to get cheaper car insurance (and
not identifying as a female in any other aspect of your life) is just plain
insurance fraud (which is illegal). Plus you risk claims being denied even if
the policy was underwritten and you didn't get into any legal trouble.

~~~
angersock
Who are we to say that a woman's identity isn't defined by her insurance
rates?

The obvious biological markers are no longer requirements, so why not.

~~~
astura
Judges, juries, insurance adjusters, and (finally) state or provincial
insurance boards say so. None of these people are stupid, they can easily tell
if someone identifies as a female for the sole purpose of defrauding an
insurance company. There is a huge difference between having a legitimate
gender identity and simply lying in order to commit insurance fraud.

~~~
sieabah
That creates a dangerous precedent that someone who can't easily express how
they feel being ridiculed.

It's less money and bad press if you just let people claim what they want
rather than going on a crusade of truth.

~~~
astura
No it doesn't, we're talking about insurance fraud here, not actual gender
identity issues.

------
simonsarris
On the workers-on-boards topic I mentioned this quote from Zero to One, which
applies here too:

"A board of three is ideal. Your board should never exceed five people, unless
your company is publicly held. (Government regulations effectively mandate
that public companies have larger boards—the average is nine members.) By far
the worst you can do is to make your board extra large. When unsavvy observers
see a nonprofit organization with dozens of people on its board, they think:
“Look how many great people are committed to this organization! It must be
extremely well run.” Actually, a huge board will exercise no effective
oversight at all; it merely provides cover for whatever microdictator actually
runs the organization. If you want that kind of free rein from your board,
blow it up to giant size. If you want an effective board, keep it small." —
Peter Thiel

More board members may increase intransigence, decrease oversight (cover over
who is _really_ making the decisions and who is not), and turn US corps more
bureaucratic. Never-mind who is joining the board, this _is_ going to increase
board sizes, and that's pretty unfortunate for some philosophies of effective
management.

If you do not believe this will increase board sizes, then you must believe
that all companies are willing to fire some number of current board members to
meet their quotas, which seems terribly unlikely to me.

If currently all-male (48% percent of companies have no women on their
boards), requiring at least 3 on boards of 6, unless you fire half your
current board, is exploding the board size by 50%. Requiring at least 2 on
boards of 5, unless you fire ~half your current board, brings the number up to
7. But then you need 3 (its over 6), so you have to add one more, so a board
of 5 gets a 60% increase in size to 8 people.

If you want businesses to be successful, you probably shouldn't expand their
boards against their will. It is not that female representation isn't a
problem, it is that an effective company structure _must_ be foremost, ahead
of any other (more arbitrary or ephemeral) requirements. Or else there won't
be as many great companies to steward in the first place.

------
drtr
Whereever you might fall on the left-right spectrum, this law is sexist,
discriminatory, idiotic, and an escalation of the brewing gender war.

If the law required a 50/50 gender split on boards, or at least one member of
each gender or similar, I wouldn't find it offensive. As is, it allows all-
female boards and bans all-male ones.

Laws like this are what energize the Trump political base.

~~~
r_smart
>If the law required a 50/50 gender split on boards

I'm curious why you would see that as an improvement. Care to elaborate?

~~~
gizmo686
As written (assuming the article is an accurate portrayal), the law is a
blatent violation of the equal protection clause, as it provides a protection
for women that it does not provide for men. A neutral requirement is not such
a blatent violation. Although it still runs the risk of a disparite impact
argurment and, perhaps more damming, seems to be in direct contradiction with
federal (and likely state, but more specific wins there) anti discrimination
laws. Or rather, compliance would involve violating other laws, at least in
some cases.

~~~
r_smart
Ah, gotcha. It seems more wrong to me, but I guess I'm thinking in terms of
'What would this do' as opposed to 'Is this law a violation of various laws /
legal philosophy'.

------
kekeblom
To me it seems weird that the law should even consider the gender of a a
person. I do realize most countries have different legislation for men and
women which is just very hard for me to understand the justification for.

Can someone think of corner cases where it should matter whether a person is a
man or a woman?

------
jiveturkey
oh boy. So far all the responses here are negative.

Look, nobody wants to see non-merit-based appointments. The seemingly rational
argument generally amounts to, 2 wrongs don't equal a right. The problem is
that natural bias by existing boards and existing founders leads to over-
selection of males. In many of those cases, a female would do equally as well.

Choosing the best candidate isn't a strict rank order function. Each candidate
has many intangible / hard to quantify positive qualities they bring to the
table, and there's always a tradeoff of which qualities are the most
important. I'd wager that in 99% of cases, it's impossible to choose a single
best candidate.

Instead of assuming that forcing females onto the board leads to picking less-
qualified candidates, why can't people assume that females are just as
qualified as males, and that this legislation just forces a representation
more in line with demographics? ie, when given 2 "equal" candidates (and I'll
argue there are never just 2, there are often "many"), a female candidate will
be preferred so as to bring gender representation closer to population
demographics.

Please do keep in mind also that board membership is not generally merit-
based. The old-boy network is real.

And in practical terms, this will have near-zero effect as far as HN crowd is
concerned. Tech companies incorporate in Delaware. Companies that are
incorporated here that want to reject this legislate will re-incorporate
elsewhere.

~~~
kogo
The real advantage of this bill has nothing to do with equality. It does sort
of have something to do with busting up "old boys networks."

The idea is simple. The women who will be eligible for these positions will
understand who put them onto the board. Not the people who hired them, but the
people who passed this law. And the people who laid the philosophical
groundwork that led to this law. That will create a sort of ideological
loyalty.

Now boards will be staffed by many members of a cohesive "class" that have
common interests and loyalties.

Ideological loyality is awesome. Especially when the ideology is radical
equity. It creates a more cohesive society. So I say more power to them,
literally.

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scarface74
I’m a minority and consider bleeding heart, big government, free market
capitalist. But I can’t agree with this. Corporate America should have
“affirmative outreach” and not just recruit from Ivey league schools and even
partner with colleges and high schools with large minority populations and
reach out to females to widen the top of the funnel.

~~~
blagie
While I disagree with the law as well, I can't disagree with the problem the
law is trying to address. Ivy league schools actively develop alma mater
networks (that's the old boy's network everyone speaks about). It's not the
case that board members from the Ivies see this as a problem; this is
something they actively work to foster, encourage, and support. Most would
never consider affirmative outreach; they actively do the opposite.

The only reason a law like this can pass is the Ivy League is now pretty
evenly split on gender. It doesn't break the network.

I'll mention a lot of policies are this ham-fisted as a compromise -- allow a
particular demographic (women, African Americans, etc.) into seats of power,
without fundamentally breaking the power dynamics. A lot of racial issues you
see are due to e.g. aggressive outreach to a very small number of African
American who fit a certain cultural mould, rather than a broader outreach to
poor people.

The Harvard crowd would never want to let poor people attend the school
(unless they're e.g. poor but politically connected, or otherwise likely to
end up in a seat of power).

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angersock
This might not be so bad, since the board of directors doesn't have a huge
impact on the day to day, usually.

Does it require the members have voting rights?

