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CALIFORNIA CORPORATE & SECURITIES LAW

Has The California State Treasurer’s Office Gone Underground?

Late last month, the California State Treasurer’s Office announced a “move to stop ‘Pay-to-Play’ school bond campaigns”.  According to the announcement: [M]unicipal finance firms seeking state business will be required to certify that they make no contributions to bond election campaigns. Firms that fail to do so will be removed from the state’s official list…

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Governor Signs Finders Exemption Bill

Yesterday was the last day for Governor Brown to sign or veto bills passed by the Legislature on or before September 11 and in the his possession after that date.  Cal. Const. Art. IV, § 10(b)(1).  On Saturday, he signed into law a bill that will create a statutory exemption for “finders” from the securities broker-dealer registration…

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Why Doesn’t California Have A Labor Day?

Federal law establishes ten “legal public holidays”, including “Labor Day, the first Monday in September”.  5 U.S.C. § 6103.  California, on the other hand, names “Labor Day” in several statutes (e.g., Civil Code § 1689.24) but doesn’t designate Labor Day as a state holiday by name.  California Government Code Section 6700(a) lists 16 “holidays in this state”.  Although the…

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What, If Anything, Is The Attorney General’s Office Hiding?

In January, I decided to update an earlier post regarding the number of calls made to the California Attorney General’s hotline mandated by Labor Code Section 1102.7.  A few years earlier, I had published these data for the years from 2004 to 2010.  Much to my amazement, the Attorney General’s office declared the more recent…

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Governor Renews Drought Declaration And Orders Contract Provisions Voided

Soon after entering government service, California was hit by the Northridge Earthquake.  As General Counsel to the Business, Transportation & Housing Agency, I received a call directing that I prepare draft executive orders for the Governor under the Emergency Services Act, Cal. Gov’t Code § 8550-8668.  Thus, I’ve been interested in the current Governor’s declaration…

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CalPERS Proposes Conflict Of Interest Disclosure Regulation

CalPERS recently gave notice that it is proposing to adopt a new rule requiring disclosure of conflicts of interests by consultants and external managers.  Under the California Administrative Procedure Act, Cal. Gov’t Code § 11340 et seq., an agency must include in its initial statement of reasons “the problem the agency intends to address”.  Cal.…

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Law Mandates CalPERS/CalSTRS Support For Shareholder Resolutions Supporting Religious Minorities

In 1999, the legislature enacted SB 105 (Burton) which obligates CalPERS and CalSTRS to support, whenever feasible, shareholder resolutions at domestic and international corporations in which those funds have invested that are designed to encourage, among other things: Increased representation of individuals from underrepresented religious groups in the work force, including managerial, supervisory, administrative, clerical, and technical…

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The Little Hoover Commission And The Architecture Of Power

Last week, I testified before the Milton Marks “Little Hoover” Commission on California State Government Organization and the Economy concerning Governor Jerry Brown’s 2012 Reorganization Plan.  My written comments are available here. The hearing was held in a state auditorium with the Commissioners sitting high on a stage before the audience.  Speakers spoke from a…

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Welcome To Jan Owen, California’s Newest Commissioner Of Corporations!

Yesterday I was very pleased to read that California’s Governor Jerry Brown had announced the appointment of Jan Owen to fill the Commissioner’s seat that Preston DuFauchard will be leaving at the end of the year. I’ve known Jan since my days at the California Business, Transportation & Housing Agency.  At that time, she was serving as Chief Committee…

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Surprise! Some CalPERS Board Members Can Attend Meetings And Vote By Proxy

CalPERS’ Domestic Principles of Accountable Corporate Governance (United States) unequivocally assert: No director can fulfill his or her potential as an effective board member without a personal dedication of time and energy. The same principle would seem to apply to members of CalPERS’ own Board of Administration.  Surprisingly, however, state law allows certain members of the CalPERS…

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