California · Corporations Code

CORP §12475: (a) Except as provided in subdivision (c), no corporation may decline to publish or mail material, otherwise required to be published or mailed on behalf of any nominee under this article, on the basi

Civil

What this law says, in plain English

Corporations must publish or mail nominee materials regardless of content, and are shielded from liability for such materials. The nominee becomes liable and must indemnify the corporation.

Read the full statutory text

(a) Except as provided in subdivision (c), no corporation may decline to publish or mail material, otherwise required to be published or mailed on behalf of any nominee under this article, on the basis of the content of such material. (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 pursuant to Section 12473 or 12474 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 relieving the corporation from its obligation under Section 12473 or 12474 on the ground the material will expose the moving party to liability.

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