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CALIFORNIA CORPORATE & SECURITIES LAW

Accountant’s Defamatory Report To Audit Committee Held To Be Absolutely Privileged

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 against further dissemination of the report.  Nonetheless, the accounting firm decides to report the matter…

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California’s Oversight Of Accountants

Yesterday, Broc Romanek wrote in his blog about the Public Company Accounting Oversight Board’s announcement of settled disciplinary actions against three accountants.   In California, accountants are regulated by the California Board of Accountancy. California’s Board currently regulates over 81,000 licensees, which the Board claims is the largest group of licensed accounting professionals in the nation.  One would expect…

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Are Your Secrets Safe With Your Accountant?

The California Board of Accountancy is over 100 years old, having been established in 1901.   In California, the accountants are governed by the Accountancy Act, which can be found in the Business and Professions Code (commencing with Section 5000) and regulations adopted by the Board, which can be found in Title 16, Division 1 of…

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Are Reverse Mergers A Nevada Problem?

Yesterday, the Securities and Exchange Commission issued this bulletin on the risks of investing in reverse merger companies.  In this post from the week before, I wrote about a recent article that found that Nevada is second only to Delaware in attracting out-of-state publicly traded corporations.  The article by Professors Michal Barzuza and David C. Smith looked at the…

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Restatements Reported To California Board On Downward Trend Overall

On June 30, 2002, President Bush signed the Sarbanes-Oxley Act into law (for a trip down memory lane, you can read Broc Romanek’s post reporting that momentous event here).  Less than a month later, Governor Gray Davis signed AB 270 (Correa) into law.  AB 270, one of several California laws enacted in the wake of…

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