Corporate Director Registry Bill Introduced
California Corporations Code § 318 has been on the books since 1993, Cal Stats. 1993, c. 508. That section required the Secretary of State to develop and maintain a registry of “distinguished women...
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What’s The Plural of Prius?
What Cicero Would Have Said The Toyota Prius is a very popular car. So popular, some people might actually own two or more. But how do you describe more than one Prius? The -us ending suggests that...
View ArticleJust 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...
View ArticleOn 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,...
View ArticleSome Questions Boards Might Want To Ask When Considering Fee-Shifting Bylaws
1. Is a fee-shifting bylaw facially valid under applicable law? The Delaware Supreme Court has held that a fee-shifting bylaw adopted by a Delaware non-stock corporation is facially valid. ATP Tour,...
View ArticleIs 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...
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