February 2, 2006

Holy Sacramento! California Bill Seeks to Create Majority Vote Standard

Last week, a California Senator introduced a bill that would require the affirmative vote of a majority of the shares represented and voting at a meeting (provided that the affirmative votes constitute at least a majority of a quorum). We have posted a copy of this bill in our “Majority Vote Movement” Practice Area.

Although most public companies headquartered in California are incorporated in Delaware, there are a few well-known, publicly traded California corporations, such as Apple Computer and Cisco Systems, that would be affected by this legislation if it was adopted. Keith Bishop, a former California Commissioner of Corporations, will walk us through what is happening in the Golden State during a March webcast that I am putting the final touches on (remember how the California legislature overwhelming supported a shareholder access bill in ’04, only to be vetoed by the Governor).

[In Seinfeld, remember how Kramer always talked about scams involving his friend Bob Sacramento. In all my years, I have never heard of anyone with that last name. Anyways, what did Bob look like? Find out in this Seinfeld Trivia Test.]

Majority Vote Standard: Pepco Joins Intel

Last week, I blogged about Intel’s announcement that it adopted a “majority vote” standard for director elections. Buried in this recent Form 8-K about its compensation arrangements, Pepco announces that it has followed Intel’s lead (see Item 5.03) – in fact, Pepco’s formulation of the majority vote standard looks identical to Intel’s formulation.

Blogging as an In-House Lawyer

I’m a fan of the spy genre, so it was pretty exciting to do my first “deep throat” podcast with the in-house lawyer behind the blog, WiredGC. In this podcast, John “Doe” explains what its like to blog from the in-house perspective, including:

– What led you to try blogging?
– What have been the most rewarding experiences from it?
– What is your employer’s reaction to your blogs?
– Do you think more lawyers will try it?