I May Be Pettifogging, But I Have to Ask: Is It Time To Dump The Proxy And Give Shareholders A Ballot?

The proxy is the most misunderstood and mischaracterized of all instruments. For the record, a "proxy" is "a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder’s attorney in fact giving another...

Bill Would Authorize Pre-Judgment Wage Liens On Real And Personal Property Of Employers And Third Parties

I often say that to be an employer in California is to be sued. California is litigious and its labor (and other) laws are maddingly complex. Last spring, Assembly Member Bonnie Lowenthal submitted a bill, AB 1164, that would add to the woes, not...

Nevada's New Business Portal Collects $100 Million In State Revenue

A little over a year ago, I wrote about the Nevada Secretary of State's launch of Silverflume. This innovative internet website aims to be a "one stop" portal that consolidates and coordinates the information needed to start a business. Silverflume...

AG Opines An Owner Operated Business With No Employees Can Be A "Place Of Employment"

One of the California Attorney General's many responsibilities includes the rendering of legal opinions to state and local officials and government agencies concerning legal questions relating to their offices. Cal. Gov't Code § 12519. Recently,...

Proposal Seeks To Make California The Artificer And Enforcer Of Caps On Executive Compensation

Earlier this month, Secretary of State Debra Bowen announced that the proponents of an initiative measure could begin collecting petition signatures for their measure. If this measure makes it on to the ballot and is approved by the voters, it would...

Tribal Sovereign Immunity Protects Payday Lenders From State Enforcement

Last year, the Commissioner of Business Oversight issued several alerts warning consumers that it has received complaints with respect to unlicensed firms offering payday (deferred deposit) loans in California. The common thread in each of these...

Just Who Is Behind The Universal Proxy?

Recently, it was reported that the Council of Institutional Investors had submitted a petition for rule making to the Securities and Exchange Commission.  Indeed, the CII did submit this petition on January 8, 2014. In the petition, the CII describes...

Hobby Lobby And Other Constituency Statutes

Is the corporate form incompatible with religious beliefs?  California Attorney General Kamala Harris thinks so.  In this amicus brief filed in Sebelius v. Hobby Lobby Stores, Inc., U.S. Supreme Court Docket No. 13-354, she asserts:

What's The Plural of Prius?

What Cicero Would Have Said