California Court Tackles Question Of When An Amendment Is A New Agreement

The parties to an agreement agree upon a change to the terms. Should the change be labeled an "amendment" or a "new agreement". Often this will simply be a question of nomenclature. Sometimes, however, more the difference between an amendment and a...

Exchange Reorganizations Versus Share Exchange Tender Offers

The last several posts have been devoted to exploring the differences between an "exchange reorganization" and a "share exchange tender offer" under the California General Corporation Law. Below is a chart that summarizes the differences between...

Are Share Exchange Tender Offers Limited Only To Acquisitions Of California Corporations?

Recent posts have been discussing  California's regulation of "share exchange tender offers".  Corporations Code Section 183.5 defines a "share exchange tender offer" as:

Shareholder Approval And Share Exchange Tender Offers

Yesterday's post delved into the difference between a "share exchange tender offer" (Section 183.5) and an "exchange reorganization" (Section 181(b)) under the California General Corporation Law. Briefly, both involve the exchange of equity...

California's Obscure Regulation of Share Exchange Tender Offers

In 1989, the California legislature decided to define "share exchange tender offer" in the General Corporation Law.  Section 183.5 defines the term to mean:

Court Of Appeal Upholds Injunction Restraining Enforcement Of Non-Solicitation Agreement

California Business & Professions Code Section 16600 is particularly tough on covenants not to compete declaring, with certain exceptions, "every contract by which anyone is restrained from engaging in a lawful profession trade, or business of any...

The Case Of The Non-Existent Stock Options

After starting employment at eCommission Solutions, LLC in 2015, Mr. Aja Doshi was offered the position of Vice President, Product Engineering.  Among other things, the offer stated: "You will be granted one hundred fifty thousand (150,000) stock...

A Nevada Day Literary Guide

If we were on Mt. Athos, today's date is October 18, 2013. That is because the monks on that peninsula in the Aegean Sea still adhere to the Julian calendar. While I hew to the old calendar, I do remain a traditionalist when it comes to Nevada Day....

Mandatory Retirement Policies And California Law

In yesterday's Mentor Blog, Liz Dunshee asked whether mandatory retirement policies are a thing of the past. This led me to question whether age discrimination of this sort is even legal in California. Asking about, I learned that California...