California Corporate & Securities Law

Last week, U.S Senator Dan Sullivan introduced a bill to require passively managed funds to vote proxies as instructed by their investors. I have not seen a copy of the bill yet, but according to the Senator's press release, the bill provides for...

Earlier this week, I wrote about the classifications used by ISS in determining whether a director is "diverse". In short, I found ISS' scheme illogical and perverse. California's board diversity mandate uses different categories, but does not...

Last week, Liz Dunshee at TheCorporateCounsel.net noted that ISS has updated its policies and procedures to explain how it assesses racial and ethnic diversity. Currently, ISS considers board diversity in making voting recommendations for two of its...

For years, I've been critical of governance experts who promote "best practices" without any basis that these practices are actually effective, much less the best. For example, the Harvard Law School's Shareholder Rights Project undertook to push...