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CALIFORNIA CORPORATE & SECURITIES LAW

What Good Can Come From Letting The Indifferent and Undecided Hold Sway?

I’ve written many posts on the subject of voting because it seems so straightforward and yet turns out to be complex.  In tackling any voting problem, it is important to know and understand the applicable voting rule.  An example of a voting rule can be found in Section 708(c) of the California Corporations Code which prescribes the…

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Jeremy Bentham – Present But Not Voting

In Monday’s post, I quoted Justice Antonin Scalia and Bryan Garner quoting Jeremy Bentham.  Although Bentham studied, wrote about and criticized the law, he did not practice it.  He is most famously known for his association with the doctrine of utilitarianism.  As it turns out, his mortal remains illustrate an important corporate governance principle –…

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If I Were A Carpenter, I’d Build A Better Proxy

As reported by Broc Romanek on May 24, 2011 in The Proxy Season Blog, the United Brotherhood of Carpenters and Joiners of America recently filed a petition for rule making with the Securities and Exchange Commission.  The Carpenters would like to see the elimination of the “withhold” option on proxies with respect to the election…

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