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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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An Unexpected Impasse Revisited

Last week, I wrote about how a shareholder who owns 60% of the voting power could find herself in a deadlock situation under cumulative voting.  A former colleague on the Corporations Committee of the Business Law Section of the California State Bar, David Marion, wrote with a suggestion: the shareholder could simply vote to amend…

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