Long-Standing Corporate Government Principles Now Potentially at Risk in California
INTERVIEW ON THE PRICE OF BUSINESS SHOW, MEDIA PARTNER OF THIS SITE.
Recently Kevin Price, Host of the nationally syndicated Price of Business Show, interviewed Tamara Kurtzman.
The Tamara Kurtzman Commentaries
It has traditionally been. Generally accepted law that corporate shareholders have legal rights that are enforceable and protected. A recent California decision in the case of Content Checked Holdings, Inc. v. RBSM LLP, however, appears to cast doubt on whether this long-standing principal will remain law-of-the-land in California.
In Content Checked Holdings, Inc., a trial-court judge ruled that a company was barred from recovery against its former auditor for supposedly helping to conceal embezzlement by the company’s former CEO (who was also the company’s sole officer, director, and majority shareholder). The judge reasoned that because the former CEO acted essentially as the company, the entity itself had effectively provided the erroneous financials to the auditor. Thus, the company could not recover from its former auditor under the doctrine of “unclean hands”. On appeal, the District Court of Appeal agreed with the trial court that the CEO’s fraud should treated as the company’s own.
This ruling is being watched by attorneys nationwide because it threatens generally accepted principles that have buttressed investor safeguards and fiduciary accountability. This ruling, if permitted to stand, also has the potential to discourage investment in the already-struggling State of California.
Attorney Tamara Kurtzman discusses this potentially precedent-setting case and the possible implications for California business.
Ms. Kurtzman received her undergraduate degree from the University of Chicago, with honors, and subsequently graduated cum laude from Case Western Reserve University School of Law where she received her juris doctor. While attending Case Western Reserve University School of Law, Ms. Kurtzman served as both an associate member and, subsequently, as Editor-In-Chief of The Internet Law Journal.
Before founding TMK, Ms. Kurtzman served as a partner in a California general-practice law firm specializing in corporate representation where she co-chaired, among other divisions, both the firm’s commercial contracts and litigation practices. Ms. Kurtzman has been featured in:
- The Wall Street Journal
- The Los Angeles Business Journal
- Bloomberg News
- Law360
- The Daily Journal
- Los Angeles Lawyer
- Inside Counsel
- Westlaw’s Sports & Entertainment Journal
- The Beverly Hills Courier
- Backstage
- The ABA Journal
- The Hollywood Times
- Business Law Today
- The Journal of Internet Law
- Corporate Counselor
- Price of Business
In 2012, Ms. Kurtzman was named one of 50 attorneys on the “Fast Track” to becoming the country’s top lawyers and leaders. In 2013, Ms. Kurtzman was inducted into the Beverly Hills Bar Association’s Order of Distinguished Attorneys. In 2017-2021, each year Ms. Kurtzman was selected to SuperLawyer’s Southern California Rising Stars list; each year, less than 3% of the lawyers in the state are selected by the research team at Super Lawyers to receive this honor. Also in 2019, Ms. Kurtzman was named one of the Up-and-Coming 50 Women Southern California Rising Stars by SuperLawyers. In 2015, Ms. Kurtzman became one of the youngest adjunct law professors in the state and, over the years, Ms. Kurtzman has taught pretrial litigation practice and business organizations to numerous classes of law school students. In both 2023 and 2024, Ms. Kurtzman was selected to SuperLawyer’s Southern California Super Lawyer list which recognizes the top 5% of attorneys in each state.
Born and raised in Los Angeles, California, in her spare time Ms. Kurtzman practices Krav Maga and is an avid sabre fencer and bagpiper. Ms. Kurtzman also serves on the Board of American Family Housing, an organization providing long-term housing solutions for formerly homeless veterans and families.
Learn more at www.tmkattorneys.com.
Connect with Tamara Kurtzman on social media:
LinkedIn: https://www.linkedin.com/in/tamara-kurtzman-2b540615
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