California Corporate & Securities Law

On February 3, 2011, California Controller John Chiang sent this letter to Rob Feckner, Chairman of the California Public Employees Retirement System.  The Controller is an ex officio member of the CalPERS Board of Administration.

Yesterday, Broc Romanek reported in his blog that the Securities and Exchange Commission staff has posted several new Compliance and Disclosure Interpretations with respect to Say-on-Pay.  In particular, I noted that the staff disagrees with Congress.

On Wednesday, February 16, 2011, the Board of Administration of the California Public Employees Retirement System will consider proposed steps to implement the twelve recommendations resulting from a special review by an outside law firm of...

The Securities and Exchange Commission has long required that a form of proxy relating to matters other than election to office provide a means to specify by boxes a choice between approval or disapproval of, or abstention with respect to, each...

Last year, the Senator Mark DeSaulnier introduced SB 1463 to provide for an entirely new form of entity - the flexible purpose corporation. SB 1463 did not move forward and died at the end of the 2009-2010 legislative biennium. With the deadline for...

Last Friday, I wrote in this post about mandatory indemnification of agents pursuant to California Corporations Code § 317(d). California's neighbor to the East, Nevada, also requires indemnification of agents in much the same terms as California....

In this post, Broc Romanek declares the new federal conflict minerals disclosure requirement to be the "Dodd-Frank sleeper".  Here in California, I think the "sleeper" of its 2009-2010 legislative session is the California Transparency in Supply...

Suppose you are sued and win. Then, your luck runs out with your spouse and your last, best friend. To make matters worse, you've run up big legal fees but have no insurance and no indemnification agreement. Moreover, no statute and no agreement...

In yesterday's post, I make the point that the Dodd-Frank Act requires issuers to include a resolution in their proxy statement regarding the frequency of say-on-pay advisory votes. Because the vote on this resolution is advisory only, some issuers...