Law360, New York ( December 19, 2014, 11:05 AM EST) -- On Nov. 13, 2014, the California Court of Appeal handed down a detailed opinion in the Overstock.com Inc. case.[1] The opinion provided a framework for financial services firms engaged in executing, clearing and settling securities transactions to consider in performing those functions. The court in Overstock.com not only concluded that these firms can be subject to primary liability under California Corporations Code § 25400(b), but also defined the contours of conduct that might result in significant liability under that provision. The court's careful analysis of "naked short sales" was particularly notable, given California case law's sparse treatment of the topic....