Ten Years Go By Without The DOJ Receiving Even One Of These Notices

Allen Matkins
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Allen Matkins

In wake of the Sarbanes-Oxley Act, the California legislature saw fit to add Section 2207 to the California Corporations Code.  The statute threatens corporations with a $1 million civil penalty if they have actual knowledge that an officer, director, manager, or agent has done one of several specified acts and fails to notify the California Attorney General or "appropriate government agency" and its shareholders in writing.   The statute applies only to corporations that are issuers, as defined by Section 2 of the Sarbanes-Oxley Act.  Cal. Corp. Code § 2207(f).  

I recently contacted the California Department of Justice to inquire about the number of notifications that it has received pursuant to Section 2207 in the last ten years.   The Department reported that it had conducted a search of its  "legal indexes, knowledgeable persons, and logical places" but was "unable to locate any responsive records".   One might argue that the legislature should repeal Section 2207 by reason of desuetude, but that assumes that the statute was once used.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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