Approval Voting And Determining Shareholder Intent

In this post last week, I wrote about the Dodd-Frank Act's requirement that companies subject to the SEC's proxy rules include in their proxy statements a resolution regarding the frequency of shareholder advisory votes on executive compensation.  I...

Counting The Vote When There Are Three Choices

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...

Governor Brown Spares DOC Budget

The California Constitution (Art. IV, § 12(a)) requires the Governor to submit a budget to the legislature within the first 10 days of each calendar year.  Newly elected Governor Jerry Brown did so on Monday.

No Rescission Without Privity

California Corporations Code Section 25401 declares unlawful the sale or purchase of a security by means of a written or oral communication that includes an untrue statement of a material fact or omits to state a material fact necessary in order to...

The Commissioner's Precedent Decisions - Another Route To Rulemaking?

The Commissioner of Corporations may issue desist and refrain orders under the Corporate Securities Law of 1968.  Cal. Corp. Code § 25532.  If the respondent wishes to contest the order, s/he must do so by filing a request for hearing within 30 days...

Did The California Legislature Dip Into The Future And See Email?

California Corporations Code § 1600 grants a shareholder or group of shareholders holding specified percentages of a corporation's outstanding voting shares the absolute right to inspect and copy the corporation's "record of shareholders' names and...

"Time Cools, Time Clarifies" - The CSL's Cooling Off Statute

The Corporate Securities Law of 1968 does not provide for a general "cooling off" period in which a purchaser of securities may cancel the transaction for any reason.  However, the Department of Corporations in 2000 sponsored legislation, SB 1837...

Commissioner Extends Comment Period On Investment Adviser Rule Changes

As posted last month, the Commissioner of Corporations has issued an invitation for comment on possible changes to California's investment adviser rules.  The deadline for submitting comments was set to expire this week.  Just before year end,...

CalPERS Responds (Slowly) To PRA Request for Rule 14a-8 Letters

Last November, I submitted a Public Records Act request for all letters sent by the California Public Employees Retirement System to companies with respect to CalPERS' submission of a shareholder proposal pursuant to Securities and Exchange...