California Corporate & Securities Law

When interpreting an indemnity provision, whether in the articles of incorporation, bylaws or a separate agreement, the first question might be what does "indemnity" mean?  Etymologically, "indemnity" is derived from the Latin words in (not) and ...

In yesterday's post, I considered the fundamental question of why indemnification provisions are included in articles of incorporation. State general corporation laws typically contain express provisions empowering or authorizing corporations to...

Over the years, I've read many articles of incorporation that include provisions relating to indemnification of officers, directors and others. Today's post will cover a few questions and observations that have occurred to me over the years. I'll...

Yesterday, I covered Judge Lewis A. Kaplan's holding in In re Lehman Bros. Securities & Erisa Litigation, 2012 U.S. Dist. LEXIS 148177 (Oct. 15, 2012) that there is no liability under Corporations Code Section 25400 when the plaintiff and defendant...

The 2008 collapse of Lehman Brothers Holdings, Inc. resulted in seven California public entities and a California-based insurance company suing Lehman's former directors, officers, and auditors for, among other things, violations of the California...

In August, I submitted a petition to the Office of Administrative Law alleging that the California Public Employees Retirement System had "issued, used enforced, or attempted to enforce an underground regulation".  Specifically, I challenged CalPERS'

Over a year ago, the Commissioner issued this invitation for comments with respect to a complete rewriting of California's custody rule for investment advisers, 10 CCR § 260.237. The Commissioner received a number of comments. However, none of the...

Even before the advent of the personal computer, people were talking about electronic mail.  See this March 1973 issue of Popular Science. They weren't discussing e-mail, but facsimile transmission. Although people still send documents by facsimile,...

Section 2010(b) California Corporations Code provides that no action or proceeding to which a corporation is a party abates by dissolution of the corporation. The statute imposes no time limit on suing dissolved corporations for pre-dissolution...