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HomeCorporations CodeCh. 5Art. 2§ 7525 Corporate Election Material Liability

§ 7525 Corporate Election Material Liability

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 7525 Corporate Election Material Liability

Key Takeaways

  • •If a company mails or shares stuff from someone running to be a director, the company and its workers can't get in trouble for it.
  • •The person running for director is responsible if what they gave the company to mail or share causes problems.
  • •The company can ask a court to stop mailing or sharing something if it thinks it might get them in trouble.

Example

A person running to be a director gives the company a flyer with false information to mail to shareholders.

If the company mails the flyer, it won't be in trouble even if the flyer has lies. The person who gave the flyer is responsible and must pay for any problems it causes.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 7525 Corporate Election Material Liability

(a) This section shall apply to corporations publishing or mailing materials on behalf of any nominee in connection with procedures for the nomination and election of directors. (b) Neither the corporation, nor its agents, officers, directors, or employees, may be held criminally liable, liable for any negligence (active or passive) or otherwise liable for damages to any person on account of any material which is supplied by a nominee for director and which it mails or publishes in procedures intended to comply with Section 7520 or pursuant to Section 7523 or 7524 but the nominee on whose behalf such material was published or mailed shall be liable and shall indemnify and hold the corporation, its agents, officers, directors, and employees and each of them harmless from all demands, costs, including reasonable legal fees and expenses, claims, damages and causes of action arising out of such material or any such mailing or publication. (c) Nothing in this section shall prevent a corporation or any of its agents, officers, directors, or employees from seeking a court order providing that the corporation need not mail or publish material tendered by or on behalf of a nominee under this article on the ground the material will expose the moving party to liability. (Amended by Stats. 1996, Ch. 589, Sec. 35. Effective January 1, 1997.)

Last verified: January 23, 2026

Key Terms

corporationsnominee for directorliabilityindemnifycourt order

Related Statutes

  • § 5525 Corporate Election Material Liability
  • § 12475 Nominee Material Publication Rules
  • § 12473 Corporate Director Nomination Fairness
  • § 12476 Corporate Funds Election Limits
  • § 5523 Corporate Director Election Materials

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 7525.
View Official Source