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CALIFORNIA CORPORATE & SECURITIES LAW

Another “Best Practices” May Not Be Best After All

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 numerous companies to eliminate their staggered boards.  Two former SEC Commissioners took the Harvard SRP to task for advancing shareholder…

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ISS Ignores Contrary Studies In Adopting Overboarding Policy Change

ISS released its 2016 Benchmark Policy Recommendations last Friday.  I had previously criticized ISS for its proposal to change its recommendation on withholding votes with respect to directors who sit on too many boards: In proposing this policy change, ISS cites surveys that reflect an increase in the time commitment required for board service. ISS…

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