California Corporate & Securities Law

Today's post is devoted to what may seem an unlikely question: should the articles of incorporation define "officers"? This is an unlikely question because it is the bylaws that typically identify the titles of officers and their duties. Cal. Corp....

As discussed in this post, I had petitioned the Office of Administrative Law for a determination that the Statement of Investment Policy for External Investment Resource Conflict of Interest adopted by the California Public Employees' Retirement...

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...