California Corporate & Securities Law

Anyone who is familiar with California knows that water is the key to its agricultural abundance and vast urban spaces. It should be no surprise then that the legislature has devoted significant attention to corporations dedicated to the delivery of...

At yesterday's meeting, the Investment Committee of the California Public Employees Retirement System (CalPERS) approved updates to its "Global Principles of Accountable Corporate Governance". Among other changes, the update includes a new Principle...

California broadly authorizes a corporation to sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of its assets when the principal terms have been approved by the board.  If the sale is not in the usual and...

Today is Veterans Day.  The date commemorates the ending of the First World War on November 11, 1918 at 11:00 a.m.  The following year, President Woodrow Wilson proclaimed the first "Armistice Day", as it was then known:

My posts this week have been dedicated to voting issues.  On Monday, I wrote about California's default rule for shareholder action - California Corporations Code § 602(a).  This is a default rule because it is subject to a greater vote requirement...

The ISS Global Policy Board recently solicited comments with respect to its proposed updates to its benchmark proxy voting guidelines. One of the policy changes under consideration relates to corporate political spending disclosure proposals. Under...

Section 951 of the Dodd-Frank Act requires companies that are subject to the SEC’s proxy rules to include in their proxy statements “a separate resolution subject to shareholder vote” to determine whether a shareholder vote on executive compensation...

After last week's presentation on "Did it Pass?" at the National Association of Stock Plan Professionals' 19th Annual Conference, I'm planning to devote a few posts to the subject of shareholder voting. Living in a democracy, we all feel that we...