According to Cornerstone Research, shareholders in 2012 "challenged 93 percent of merger and acquisition (M&A) deals valued over $100 million and 96 percent of transactions valued over $500 million". Most of those cases settled and in more than 80%...
Recent Posts
Yesterday's post concerned the Court of Appeal's opinion in Busse v. United Panam Financial Corp., 2014 Cal. App. LEXIS 11 (Cal. App. 4th Dist. Jan. 8, 2014) holding that shareholders may not pursue monetary damages under Section 1312(b) of the...
Court Of Appeal Says Legislature Was "willing to tolerate some dead cats to keep management honest."
Chapter 13 of the California General Corporation Law establishes the rights of "dissenting shareholders" (defined in Section 1300(c)) to demand payment of cash for their shares in reorganizations and short-form merger transactions. Section 1312(a)...
Professor Stephen Bainbridge begins his abstract Abolishing LLC Veil Piercing with the following assertion:
To many, the words "custody" and "hide" would seem to have absolutely nothing in common. Etymologically speaking, however, they are cognates (blood relatives). Their common ancestor is the Proto-Indo-European etymon - "(s)keu", meaning to cover or...
Finders in securities transactions are common but their legal status is uncertain at best. Last year, I wrote that Assembly Member Donald P. Wagner had introduced a bill, AB 713, to statutorily homologate the status of finders in California. See ...
Recently, I wrote about the Court of Appeal's holding in Asahi Kasei Pharma Corp. v. Actelion Ltd., 2013 Cal. App. LEXIS 1017 (Cal. App. 1st Dist. Dec. 18, 2013). Because it was the holidays, I'm not sure that the case received the attention that it...
Novelty does not mean better. With the change from 2013 to 2014, California repealed, albeit unconstitutionally, the Beverly-Killea Limited Liability Company Act (former California Corporations Code sections 17000 - 17657), and installed in its...
What happens when you sue someone who is judgment proof? One solution may be to ask the trial court to amend the judgment to add additional judgment debtors. Now, it may seem unusual to be able to add judgment debtors who were not part of the...
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