California Court of Appeal

In a dispute arising from an action alleging state and federal securities fraud pursuant to Corp. Code section 255042 and 15 U.S.C section 77o, judgment of the trial court dismissing complaint against outside directors, on the ground that they did not exercise sufficient control to be liable, is reversed where: 1) under section 25504, presumptive liability is imposed for directors and officers of any corporation that violates specified state securities statutes regardless of whether the particular officers and directors actually exercised control over the corporation; and 2) the complaint alleged facts sufficient to demonstrate that outside directors retained requisite control to be liable.

Appellate Information

• Decided 04/29/2011
• Published 05/02/2011

Judges

• RUVOLO

Court

• California Court of Appeal

Counsel