Why Is There No Withhold Box?

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...

The Flexible Purpose Corporation - Can It Serve Two Masters?

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...

Video: Say On Pay: The Dodd Frank Act Challenges Executive Compensation
Section 2115, The Internal Affairs Doctrine And Mandatory Indemnification Of Successful Agents

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. ...

California To Require Website Disclosure Regarding Efforts To Eradicate Slavery And Human Trafficking

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...

Agency - One Of The "Three Great Relations In Private Life"

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...

More On Say-On-Pay Voting

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...

A Cumulous Cloud Of Confusion Reigns Over Vote Required For Say-On-Pay Frequency

In reviewing recent proxy statement filings with the Securites and Exchange Commission, I've noted a great deal of confusion regarding the vote required for approval of the newly mandated advisory resolution on the frequency of shareholder votes on...

OAL Approves CalPERS' Placement Agent Disclosure Regulation / Bill Introduced To Require Ethnic And Gender Reporting By CalSTRS & CalPERS

More than a year ago, I petitioned the California Public Employees Retirement System to adopt placement agent disclosure regulations in accordance with the California Administrative Procedure Act.  Last Friday, the California Office of...