California Corporate & Securities Law

The California Corporate Securities Law of 1968 includes numerous "thou shall nots". One might assume that a violation of any of these statutory prohibitions leads ineluctably to civil liability. However, the drafters of the CSL explicitly eschewed...

Much attention is focused on the power of corporations to indemnify corporate officers and other agents. In California, this is addressed by Corporations Code Section 317, which establishes the power to provide indemnification, and Section...

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...