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D&O Loans: California Section 315 Versus Sarbanes-Oxley Section 402

Although both Section 315 of the California Corporations Code and Section 402 of the Sarbanes-Oxley Act purport to ban loans to directors and officers, there are significant differences between these statutes.  Below is a precis of some of the key differences. Companies covered.  Section 315 applies to corporations.  The California General Corporation Law (GCL) defines “corporation” as only a…

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California’s D&O Loan Ban And Advancement Of Expenses

Yesterday’s post outlined the general scope of the ban on loans to directors and officers found in Section 315 of the California Corporations Code.  Because Section 315 doesn’t define “loan”, it may not always be clear whether an arrangement is a verboten loan.  Fortunately, no time need be wasted on the question of routine travel and…

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