California rejects “zone of insolvency” theory of director liability

The general rule is that directors of a corporation owe no duty to creditors because it is the shareholders who own a corporation. From an economic perspective, when a corporation is solvent, it is the shareholders who are the residual … Continue reading

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Whom Does an Attorney Represent When a Number of Parties Are Involved?

The case of Chang v. Lederman (2009) 172 Cal. App. 4th 67, while dealing with the obligations of an estate planning lawyer to beneficiaries of the estate, may be of interest to participants in business transactions or business enterprises. Facts … Continue reading

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Inspection Rights of Directors and Shareholders

Corporations Code section 1602 provides that: “Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind … of the corporation of which such person is a director….” … Continue reading

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