News & Analysis as of

California Public Employees Retirement System

Briefs Filed in CalPERS v. ANZ Securities

On February 27, 2017, the California Public Employees’ Retirement System (“CalPERS”) filed its brief with the Supreme Court, requesting that the Court reverse the decision of the Second Circuit and abrogate the Second...more

Blog: Shareholder Proposals Regarding Lead Director Tenure: A Harbinger Of Things To Come?

by Cooley LLP on

The topic of director tenure has increasingly become the focus of both academics and investors. Some argue that long-term directors contribute deep knowledge of the company and provide experience, historical memory and...more

The Supreme Court Will Review Whether Putative Class Actions Toll the Statute of Repose for Class Members’ Individual Securities...

by BakerHostetler on

On January 13, 2017, the Supreme Court granted certiorari in California Public Employees’ Retirement System v. ANZ Securities, Inc., No. 16-373 (ANZ Securities), to resolve whether the filing of a putative class action tolls...more

Supreme Court Update: Lightfoot V. Cendant Mortgage Corp. (14-1055)

by Wiggin and Dana LLP on

Greetings, Court Fans! For those of you who spent the last six months (since cert was granted in Lightfoot v. Cendant Mortgage Corp. (No. 14-1055)) just dying to know whether the sue-and-be-sued clause in Fannie Mae's...more

First District Court of Appeal Speaks Again on Vested Rights as It Upholds the Constitutionality of PEPRA's Elimination of...

by Nossaman LLP on

On December 30, 2016, Division Three of the First District Court of Appeal (“DCA”) issued a unanimous published decision in Cal FIRE Local 2881, et al. v. CalPERS, et al. (Dec. 30, 2016, A142793) (“CalFIRE Decision”)...more

Preparing for the 2017 Public Company Reporting Season

by Perkins Coie on

Reevaluate Non-GAAP Disclosures in Light of Updated C&DIs and Other SEC Actions. As the reporting season gets underway, reviewing non-GAAP disclosure practices should remain a top priority in light of the new and updated...more

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

by Allen Matkins on

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...more

California's Legislature Puts Additional Disclosure Pressure on Fund Managers with the Passage of AB 2833

by Nossaman LLP on

On August 24th, the California Legislature approved Assembly Bill No. 2833 (“AB 2833”), which is now headed to Governor Jerry Brown’s desk for signature. If Governor Brown signs the bill, as is expected, all public pension...more

The Entrepreneurs Report - 1H 2016

Dual-Class Stock: A Founder Favorite Faces Growing Investor Disapproval - Earlier this year, the investment firm T. Rowe Price adopted new voting policies that penalize companies with dual-class stock structures. They...more

Blog: How Do Activists Get Corporate Boards To Focus On Climate Change Issues? Talk Softly And Carry A Big Stick

by Cooley LLP on

With today’s signing of the Paris climate change accord, one question that now arises is how do activists get corporate boards to focus on climate change issues? They talk softly and carry a big stick. And, according to this...more

Board Refreshment: Investors Respond to Trends in Mandatory Retirement Age and Tenure with More Stringent Voting Policies

by Dorsey & Whitney LLP on

As many institutional investors have concluded, prevailing governance policies and practices have not produced desired board refreshment, which these investors would support in order to strengthen expertise, promote diversity...more

Renewable Energy Update - March 2016 #3

by Allen Matkins on

Renewable Energy Focus - Davis and Yolo County take charge of electricity purchases - Sacramento Bee - Mar 21 - Yolo County and the City of Davis are joining a growing number of communities in California in...more

In Case You Missed It - Interesting Items for Corporate Counsel - March 2016

by Stoel Rives LLP on

For those gearing up for the 2015 conflict minerals report, due June 1, 2016, note that nothing on the legal front has changed. The D.C. Circuit Court’s ruling that requiring a company to state whether its products are “DRC...more

IREG Update - California Commissioner calls for divestiture from carbon-based investments

by Dentons on

California Commissioner calls for divestiture from carbon-based investments - California Insurance Commissioner Dave Jones calls for insurance industry divestment from thermal coal and announces a new requirement for...more

Insurance Commissioner Calls For Thermal Coal Divestment And Disclosure

by Allen Matkins on

Late last month, California’s Insurance Commissioner announced that he had “asked all insurance companies doing business in California to voluntarily divest from their investments in thermal coal”. Thermal coal, also known...more

Top 10 Topics for Directors in 2016: Proxy Access

Proxy Access - 2015 was a turning point for shareholder proposals seeking to implement proxy access, which gives certain shareholders the ability to nominate directors and include those nominees in a company’s proxy...more

CalPERS To Consider Support For Corporate Political Spending Disclosure Mandate

by Allen Matkins on

Next week, the California Public Employees Retirement System will consider a staff recommendation “to update the legislative and policy guidelines to include support for Securities and Exchange Commission (SEC) rulemaking on...more

I’m Guessing That The DOL Didn’t Have in Mind Negative Weighing OF ESG Factors

by Allen Matkins on

In this post, I noted a recent study by Professor Tracie Woidtke at the University of Tennessee concluding that social-issue shareholder-proposal activism appears to be negatively related to firm value. I therefore raised...more

California Environmental Law & Policy Update - October 2015 #3

by Allen Matkins on

Environmental and Policy Focus - CalPERS set to divest from thermal-coal companies: Los Angeles Times - Oct 18: The California Public Employees' Retirement System (CalPERS) Investment Committee will have a new task at...more

Defending The SEC’s Choice Of The Administrative Home Court

by Allen Matkins on

Wharton Associate Professor David Zaring has written an article defending the Securities and Exchange Commission’s choice to litigate in administrative rather than federal courts.  He argues that administrative adjudication...more

What Exactly Is “Constructive Engagement”?

by Allen Matkins on

Yesterday, I wrote about SB 185 (De León) which mandates that California’s two giant pension funds to liquidate their investments in thermal coal companies on or before July 1, 2017.  One aspect of the bill that I didn’t...more

California’s New “Thermal Coal” Divestment Law Forces Fiduciary Duty Question

by Allen Matkins on

Public pension funds exist to provide retirement benefits to public employees.  Cal. Const. Art. XVI, § 17(a).  In 1992, the voters of California tried to eliminate political interference with the state’s retirement funds by...more

Do Public Pension Funds Breach Their Fiduciary Duties By Pursuing Social Issue Proposals?

by Allen Matkins on

Yesterday, UCLA Law School Professor Stephen Bainbridge noted the publication of a recent study that reaches some devastating conclusions for public pension funds.  The study by Professor Tracie Woidtke at the University of...more

Make Room for the Independent Sponsor

by Benesch on

It’s no secret that it has become more difficult for traditional private equity firms to raise captive funds. In fact, California Public Employees’ Retirement System is looking to further reduce its number of private equity...more

Proxy Access In The 2015 Season

by Latham & Watkins LLP on

Rhonda Brauer is a senior managing director of corporate governance at Georgeson Inc. where she helps companies enhance their shareholder communications and analyze their governance practices. She recently joined Latham &...more

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