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CALIFORNIA CORPORATE & SECURITIES LAW

Will California Public Pension Systems Go Underground In Implementing New Disclosure Law?

Writing in the Harvard Law School Forum on Corporate Governance and Financial Regulation, Catherine Skulan and  Raj Marphatia provide an interesting overview of California’s recently enacted alternative investment vehicle fee disclosure law, AB 2833.  This law requires public pension and retirement systems to require alternative investment vehicles, as defined, to make specified disclosures regarding fees, expenses, and…

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CalPERS To Consider Support For Corporate Political Spending Disclosure Mandate

Next week, the California Public Employees Retirement System will consider a staff recommendation “to update the legislative and policy guidelines to include support for Securities and Exchange Commission (SEC) rulemaking on disclosure of the use of corporate resources for charitable and political activities.”  Under the California Constitution (Art. XVI, § 17(b)), the members of CalPERS’…

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I’m Guessing That The DOL Didn’t Have in Mind Negative Weighing Of ESG Factors

In this post, I noted a recent study by Professor Tracie Woidtke at the University of Tennessee concluding that social-issue shareholder-proposal activism appears to be negatively related to firm value.  I therefore raised the question of whether the administrators of public pension funds, such as CalPERS and CalSTRS, breaches their fiduciary duty when making investments based on environmental, social and governance…

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Defending The SEC’s Choice Of The Administrative Home Court

Wharton Associate Professor David Zaring has written an article defending the Securities and Exchange Commission’s choice to litigate in administrative rather than federal courts.  He argues that administrative adjudication “violates no rights, nor offends the separation of powers”.  Yet, he acknowledges: Lawyers often worry about administrative proceedings. “If given a choice … most practitioners would choose” district court “because…

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What Exactly Is “Constructive Engagement”?

Yesterday, I wrote about SB 185 (De León) which mandates that California’s two giant pension funds to liquidate their investments in thermal coal companies on or before July 1, 2017.  One aspect of the bill that I didn’t cover yesterday is the additional requirement that CalPERS and CalSTRS “constructively engage with a thermal coal company to…

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California’s New “Thermal Coal” Divestment Law Forces Fiduciary Duty Question

Public pension funds exist to provide retirement benefits to public employees.  Cal. Const. Art. XVI, § 17(a).  In 1992, the voters of California tried to eliminate political interference with the state’s retirement funds by enacting Proposition 162, the California Pension Protection Act of 1992.  One of the express purposes of the Pension Protection Act was to…

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Do Public Pension Funds Breach Their Fiduciary Duties By Pursuing Social Issue Proposals?

Yesterday, UCLA Law School Professor Stephen Bainbridge noted the publication of a recent study that reaches some devastating conclusions for public pension funds.  The study by Professor Tracie Woidtke at the University of Tennessee found that “public pension funds’ ownership is associated with lower firm value”.  To make matters even worse, Professor Woidtke found: Social-issue…

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A Most Nescient Comment?

Monday was the close of the comment period on the Securities and Exchange Commission’s proposed rules with respect to listing standards requiring recovery of erroneously paid incentive compensation. In addition to myself, several commenters pointed out that the proposed rules make no allowance for state law.  I noted a potential conflict with California Labor Code…

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CalPERS And Pay For Performance

A few weeks ago, CalPERS’ Director of Corporate Governance, Anne Simpson, sent a letter to the Securities and Exchange Commission in support of the SEC’s proposed pay for performance disclosure rule.  Her letter notes CalPERS’ belief that “Compensation of executives in publicly listed companies should be driven predominantly by performance.”  CalPERS Global Governance Principles, California Public…

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CalPERS And Pay Equity

The Securities and Exchange Commission has given notice of its intent to adopt final pay ratio disclosure rules at its meeting next week.  In applauding the SEC’s proposed rules, the California Public Employees’ Retirement System observed: Finally, we believe the ratio will be a number which prompts commentary and discussion, providing an important data point…

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