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CALIFORNIA CORPORATE & SECURITIES LAW

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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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 Your Bylaws Make Obtaining Waivers Of Notice More Onerous?

Yesterday’s post concerned waivers of notice of shareholders’ meetings under Section 602 of the California Corporations Code.  Although not required to do so, corporate bylaws often parrot the statute.  One popular guidebook, for example, includes the following sample language concerning waivers of notice: The transactions of any meeting of shareholders, either annual or special, however…

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Can A Director Consent By Email?

The California General Corporation Law authorizes board action by written consent.  Cal. Corp. Law § 307(b).  Sometimes, I’ve been asked about signing an email consent.  Section 17 of the Corporations Code (which governs, but is not part of the General Corporation Law) doesn’t provide a very helpful definition of “signature”.  Section 17.1 was added because the…

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