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CALIFORNIA CORPORATE & SECURITIES LAW

Is The SEC’s Universal Proxy Proposal A Product Of Agency Capture?

More than six decades ago, the late Professor Marver H. Bernstein published his theory of regulatory capture in Regulating Business By Independent Commission (Greenwood Press 1955).  According to his theory, agencies follow a life cycle of birth, maturity and old age.  As an agency enters senescence, it inevitably becomes captive to the groups that it regulates.…

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CalPERS Proposes To Amend Global Principles

Next Monday, the Investment Committee of CalPERS’ Board of Administration is scheduled to consider several amendments to CalPERS’ Global Principles of Accountable Corporate Governance.  Among other changes, the committee will consider adding the following principle with respect to board tenure: Boards should consider all relevant facts and circumstances to determine whether a director should be…

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Just Who Is Behind The Universal Proxy?

Recently, it was reported that the Council of Institutional Investors had submitted a petition for rule making to the Securities and Exchange Commission.  Indeed, the CII did submit this petition on January 8, 2014.  In the petition, the CII describes itself as “a nonprofit, nonpartisan association of public, corporate and union pension funds and other employee benefit…

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SEC’s Investor Advisory Committee Pushes For Oddly Named “Universal Proxy Ballots”

In late July, the SEC’s Investor Advisory Committee issued a recommendation that the SEC “explore relaxing the ‘bona fide nominee’ rule embodied in Rule 14a-4(d)(1) . . . to provide proxy contestants with the option (but not the obligation) to use Universal Ballots in connection with short slate director nominations (in other words, where the candidates nominated…

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