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CALIFORNIA CORPORATE & SECURITIES LAW

Indemnity Agreements: Res Gestae Atque Gerendae

Can someone be indemnified against an unlawful act?  California Civil Code Section 1668 would seem to say “no”: All contracts which have for their object, directly or indirectly, to exempt any one from responsibility for his own fraud, or willful injury to the person or property of another, or violation of law, whether willful or…

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Do Indemnity Agreements Constitute Unlicensed And Unlawful Insurance?

Parties to all sorts of agreement negotiate over the allocation of risk.  A seller, for example, might sell goods at a higher price with a full warranty and at a lower price with no warranty. A corporate officer may insist on higher compensation in the absence of an indemnification agreement.  Do these risk shifting bargains constitute unlicensed and unlawful policies of…

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