Proxies

Dissident shareholder Ed Schmidt claims he has 153,078 revocable proxies ready to vote at Crown Bancorp's Aug. 1 annual meeting. That's about 24% of Crown's outstanding shares. Schmidt disclosed the number Thursday during a deposition for Crown's lawsuit against him, charging that he has illegally obtained the proxies.

It's "proxy season" again for most public companies - called that because most shareholders submit their votes via proxy rather than attend the companies' annual meetings in person. This year's season represents a critical juncture in public company corporate governance because of the 2012 season, which earned the moniker "Shareholder Spring" in some circles. The reference was to the dramatic "Arab Spring" across the Middle East, which was marked by wide-scale protests seeking reform within autocratic governments.

New Allegations Made in ICN Flap: A Beverly Hills stockbroker alleged in a lawsuit that Milan Panic, chairman of ICN Pharmaceuticals in Costa Mesa, broke federal law by continuing to transact ICN business while serving last year as prime minister of Yugoslavia. The lawsuit, filed in U.S. District Court in New York by broker Rafi Khan, also disputes allegations against Khan by ICN, which is battling his attempt to oust Panic and the rest of the company's board.

The chairman and three directors of troubled teen retailer Wet Seal Inc. are leaving and will be replaced by nominees from an activist shareholder that had been fighting to remake the board. The Foothill Ranch retailer, which operates about 550 stores under the Wet Seal and Arden B. brands, said Friday that Chairman Hal Kahn and board members Jonathan Duskin, Sidney Horn and Henry Winterstern have resigned. That concludes an ongoing struggle with investor group Clinton Group, a private equity firm that holds a nearly 7% stake in the company.

A Beverly Hills stockbroker alleged in a lawsuit filed Monday that Milan Panic, chairman of ICN Pharmaceuticals, broke federal law by continuing to transact ICN business while serving last year as prime minister of Yugoslavia. The lawsuit, filed in U.S. District Court in New York by broker Rafi Khan, also disputes allegations against Khan by ICN, which is battling his attempt to oust Panic and the other seven members of the company's board.

More than 50 years ago, as Congress breathed life into a new watchdog agency called the Securities and Exchange Commission, the necessity of equal shareholder voting rights in corporate America was clearly understood. "Fair corporate suffrage is an important right that should attach to every equity security bought on a public exchange," the House Commerce Committee reported to Congress in 1934. "Management should not be permitted to perpetuate themselves by the misuse of corporate proxies."

Regarding "They Never Come in From the Cold" (Film Comment, March 13): I took Peter Rainer's brutal attack on the films of Joel and Ethan Coen more than personally. I was outright disgusted. As a great admirer of their work, naturally, I have to disagree with Rainer on his ridiculous psychobabble analysis of their films to date (he neglected to include the slapstick comedy "Crimewave," which the Coens wrote for director Sam Raimi and even featured a Hudsucker State Penitentiary in it)

It was lunchtime at Loma Linda Academy when the social workers arrived, escorted by a deputy sheriff. They were there to collect the Udvardi children. Amid dozens of students munching sandwiches and chips, school officials found 6-year-old Esther, then Abram, 11, and Sam, 14. They got the eldest, Matthew, 16, just as he arrived at his American Lit class.

Adrienne Ferguson had retribution on her mind as she made her way along West Jefferson Boulevard clutching a stack of papers. She wasn't reacting to a perceived injustice done to her. She was taking action for a stranger who claims to have a beef with the C&H Auto Center, a small automobile body shop down the street. Ferguson and a partner operate Alibis & Paybacks, a Los Angeles firm that describes itself as "the ultimate revenge" service, offering paybacks both large and small.

Sterling Software of Dallas said it will try to solicit enough proxy votes by shareholders of the Woodland Hills software company to replace Walter F. Bauer, Informatics General's chairman, with its own chairman, Samuel E. Wyly. The announcement was made after Informatics rejected Sterling's sweetened $26-a-share takeover bid. Sterling also said it will use proxies to try to defeat the anti-takeover measures that Informatics is proposing for its May 9 shareholders meeting. Sterling owns 9.

Ghastly events unfold in the taut and unsettling "Compliance," propelled by a logic so twisted it feels like the premise of a psychological experiment. Wielding only a prepaid phone, an aberrant compulsion and a false identity, a man holds a group of strangers in his sway by remote control, with devastating results. Writer-director Craig Zobel has shaped his material not as a shocker but as a clear-eyed exploration of some of the darkest, and most garden-variety, mysteries of human behavior.

BEIRUT - Iran's top security official on Tuesday reaffirmed Tehran's support for Syrian President Bashar Assad as the United States warned of a potential proxy war in Syria and an influx of terrorists to the strife-torn nation. Iran's security chief, Saeed Jalili, met in Damascus with Assad, who appeared on state television for the first time in two weeks. His absence had spurred rumors that Assad may have left the Syrian capital amid soaring violence and after a bombing last month killed four of his top aides.

WASHINGTON - As lawmakers return to the Capitol this week, Congress will launch into a summer of political gamesmanship that will turn floor fights into proxy battles for the presidential campaign. The votes will do little to resolve crucial issues facing the country. But they will establish themes that help define President Obama and his Republican challenger, Mitt Romney, in the minds of voters. Democrats will seek to portray Republicans as protecting the wealthy at the expense of the middle class.

Yahoo Inc., in an attempt to “reshape and refocus” itself, appointed three new independent directors to its board, including a top executive from American Express Co. But the move isn't passing muster with activist investor Daniel Loeb, who plans to launch a proxy battle unless he's personally appointed to the board. The fight will be costly and a “distraction,” executives at the Internet company said in a statement Sunday after naming as board members John D. Hayes, AmEx's executive vice president; Peter Liguori, former chief operating officer of Discovery Communications Inc.; and Thomas J. McInerney, the outgoing chief financial officer of IAC/InterActive Corp.

An influential proxy advisor criticized Walt Disney Co.'s board of directors for naming Chief Executive Robert A. Iger as the company's next chairman, a decision that it claims "reversed a commitment to independent board leadership. " Disney disputed Institutional Shareholder Services' contention in a regulatory filing Thursday, calling it "false — no such commitment was made. " The matter of an independent board chairman dates from a contentious period of the company's history, in early 2004, when 45% of Disney's shareholders heeded the late Roy E. Disney's call to cast a vote of no confidence in then-Chairman and Chief Executive Michael D. Eisner.

  Washington has warned Syrian President Bashar Assad that his days are numbered, but it now faces the vexing problem of how to dislodge a defiant leader intent on snuffing out the 11-month uprising against him. One option increasingly under consideration is arming the rebels; another is to just look the other way should its Persian Gulf allies do so. The Obama administration said Tuesday that it would not support giving weapons to...

A federal appeals court invalidated a controversial Securities and Exchange Commission rule that made it easier for shareholders to force out company directors. Acting on a suit by business groups, a three-judge panel of the U.S. Court of Appeals for the District of Columbia unanimously tossed out the rule Friday. The judges said the SEC did not adequately consider the rule's effect on companies. The rule let large shareholders place their board nominees on company-mailed proxy ballots along with the management's preferred candidates instead of being required to spend the money to send out separate ballots.

The premise When teenage socialite Nikki Parkson (Mary Fegreus) dies of an apparent suicide, medical examiner Dr. Megan Hunt (Dana Delany) investigates the death. It turns out Nikki had some serious health issues. Her doctor had been treating her for familial paroxysmal polyserositis, an inherited auto-inflammatory disease also known as familial Mediterranean fever or FMF. As if that weren't enough, Nikki had another genetic disease, beta thalassemia, that kept her from making enough hemoglobin for her red blood cells.