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CALIFORNIA CORPORATE & SECURITIES LAW

Continuing Confusion About Shareholder Approval Requirements

I continue to read confused statements in proxy statements about the vote required for shareholder action.  The default voting rule in Delaware is found in Section 216(2) of the Delaware General Corporation Law: In all matters other than the election of directors, the affirmative vote of the majority of shares present in person or represented by…

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On Closer Inspection, This CII “Best Practice” May Be Neither Good Nor Legal

The Council of Institutional Investors has adopted what it describes as “a comprehensive body of corporate governance best practices”, including Policies on Corporate Governance.  I question, however, whether some of these policies really are “best practices” or even in conformity with applicable law. For example, the Section 3.7 of the CII’s Policies on Corporate Governance unequivocally, and without…

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A California Twist On Shareholder Action

After last week’s presentation on “Did it Pass?” at the National Association of Stock Plan Professionals’ 19th Annual Conference, I’m planning to devote a few posts to the subject of shareholder voting.  Living in a democracy, we all feel that we understand voting. However, voting is a subject that is rich with complexities. California’s Default Rule California’s…

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