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CALIFORNIA CORPORATE & SECURITIES LAW

The Misleading Case For A Majority Vote Standard

Proponents of a majority vote requirement for the election of directors often decry the fact that under a plurality vote standard, a director can win with a single vote.  For example, the 2015 proxy statement of Nabors Industries Ltd. included the following argument by the Massachusetts Laborers’ Pension Fund in support of its majority vote proposal: Under the plurality vote standard,…

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Those Who Hold Themselves Apart Seem To Be Getting All The Attention

Who knew that abstentions were so newsworthy?  Here are three recent news stories involving abstentions at annual meetings: Warren Buffett Defends Coca-Cola Abstention at Berkshire Meeting (May 3, 2014) CalPERS Shareowner Proposal Successful at Nabors Industries (June 3, 2014) Cheniere CEO Risks Losing $133 Million Amid Investor Suit (June 9, 2014) CalPERS’ shareholder proposal seems confused, misleading and internally…

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Counting Votes – Not As Easy As It May Seem

Determining whether shareholder approval of a proposal has been obtained can be tricky.  This is all the more difficult in California because the Corporations Code includes a variety of voting rules.  One of these is Section 153 which defines “approval by (or approval of) the shareholders” in part as follows: approved or ratified by the…

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