California Codes

Cal. Corporations Code § 25504.2 (2026)

✓ current as of May 2026
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(a)Any accountant, engineer, appraiser, or other person whose profession gives authority to a statement made by such person, who pursuant to rule of the commissioner has given written consent to be and has been named in any prospectus or offering circular distributed in connection with the offer or sale of securities as having prepared or certified in such capacity either any part of such document or any written report or valuation which is distributed with or referred to in any such document is jointly and severally liable with any other person liable under Section 25501 if:

(1)The part of such document so prepared or certified or the report or valuation so distributed or referred to includes an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and

(2)The person asserting such liability acquired a security described in such document in reliance on such untrue statement or in reliance on such part of the document or on such report or valuation without notice of such omission.

(b)Notwithstanding the provisions of subdivision (a), no such accountant, engineer, appraiser, or other person shall be liable as provided therein if such person sustains the burden of proof that:

(1)Such person had, after reasonable investigation, reasonable ground to believe and did believe, at the time such person consented to such use of such person’s name, that the statements so included in such part of such document or in such report or valuation were true and that there was no omission to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or

(2)Such part of such document did not fairly represent such person’s statement as an expert or was not a fair copy of or extract from such person’s report or valuation as an expert; or

(3)Prior to the acquisition of the security by the person asserting the liability, such accountant, engineer, appraiser, or other person advised the issuer and the commissioner in writing that such person would not be responsible for such part of the document or the report or valuation.

(c)A person who participates in the preparation of a document described in subdivision (a) of this section shall be deemed to have prepared or certified only those portions thereof which are expressly stated with such person’s written consent to have been made on such person’s authority.

Notes of Decisions
Cited in 7 cases, 1987–2012 · leading case: In Re Rexplore, Inc. Sec. Litig., 685 F. Supp. 1132 (N.D. Cal. 1988).
In Re Rexplore, Inc. Sec. Litig., 685 F. Supp. 1132 (N.D. Cal. 1988). · cites it 3× “The Claim by California Plaintiffs for a Violation of California Corporations Code § 25504.2: the Thirteenth Claim California Colorations Code § 25506.”
In Re Heritage Bond Litig., 289 F. Supp. 2d 1132 (C.D. Cal. 2003). “1, against Heritage Principals, Iverson, Dhooge, Talley, Boehm, and Sabo & Green as to the Official Statements for the Last Eight (8) Heritage Bond Offerings Dated from December 22,1997 to March 11,1999; (7) Joint and Several Liability Under California Corporations Code Section…”
Vallejo Sanitation & Flood Control Dist. v. Fuld, 903 F. Supp. 2d 152 (S.D.N.Y. 2012). “Cal. Corp.Code § 25504.2. . See DI 624, at 4.”
Roberts v. Heim, 670 F. Supp. 1466 (N.D. Cal. 1987). “Lewin and Associates claim they cannot be liable under Cal.Corp.Code § 25504.2 because they did not author an opinion read by the named plaintiffs.”
Lopes v. Vieira, 488 F. Supp. 2d 1000 (E.D. Cal. 2007). · cites it 2× “The Third Cause of Action, which incorporates all preceding allegations, is a “civil cause of action asserted by Plaintiffs individually and on behalf of CVD” against Vieira, Cary, Genske, Downey and Does 21-50 “for violation of California Corporations Code section 25400(d).”
In Re US Grant Hotel Assoc. Ltd. Sec. Lit., 740 F. Supp. 1460 (S.D. Cal. 1990). · cites it 2× “violations of California Corporations Code section 25504.”
Lubin v. Sybedon, 740 F. Supp. 1460 (S.D. Cal. 1990). · cites it 2× “violations of California Corporations Code section 25504.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.