California Corporate & Securities Law

Arthur Andersen was one of the many casualties of the collapse of Enron Corporation. In 2002, a jury found the once well respected firm guilty of violating 18 U.S.C. §§ 1512(b)(2)(A) and (B). These sections make it a crime to "knowingly use...

A decision issued yesterday by the Ninth Circuit Court of Appeals illustrates the peril that can inhere in offering a company stock alternative in a plan governed by the Employee Retirement Income Security Act (ERISA). 

California Insurance Code Section 553.5(b) prohibits insurers from providing a defense for certain types of claims, including criminal claims.  Does statute preclude a defense for all criminal claims or just some?  In Mt. Hawley Ins. Co. v. Lopez, ...

In a 108-page post-trial order issued a few weeks ago, Vice Chancellor Leo E. Strine, Jr. dealt a major blow to the California Public Employees Retirement System (CalPERS), Senior Housing Capital, LLC v. SHP Senior Housing Fund LLC, C.A. No. 4586-CS...

Once upon a time, an independent accounting firm learned from a law enforcement source that its publicly traded client and two of its directors had committed illegal acts of a serious nature. The accounting firm contacts the source who advises...

Corporations Code Section 25401 is the general anti-fraud provision of the Corporate Securities Law of 1968. Section 25504.1 makes a person jointly and severally liable for a violation of Section 25401 if that person "materially assist in [the]...

Corporations Code Section 313 generally provides that in the absence of actual knowledge of lack of authority, a contract executed by a corporation is not invalidated by any lack of authority of the signing officers provided the contract has been...

The California General Corporation Law has imposes a single qualification to serve as a director - the person must be a "natural person". Cal. Corp. Code § 164. Nevada's for-profit corporation law adds the additional requirement that a director must...

The Financial Industry Regulatory Authority, more commonly known as FINRA, has adopted a Code of Arbitration for Customer Disputes (FINRA has a separate code for industry disputes). Under FINRA's Customer Code, a claim by or against an inactive...