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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...

California Corporations Code

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:

"any acquisition by one corporation in exchange in whole or in part for its...

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...

General Corporation Law

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:

"any acquisition by one corporation in exchange in whole or in part for its equity...

General Corporation Law

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...

Non competition agreements

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...

Corporate Securities Law

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...

Nevada

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...

Corporate Governance

With Respect To Scienter, The Ninth Circuit Walks By Its Wild Lone

Although the United States Supreme Court has never directly addressed the issue, many lower courts have inferred that a private right action exists under Section 14(e) of the Exchange Act.  That may not come of much a surprise since it was modeled...

federal securities law

Must A Board Of Directors Authorize The Filing Of A Lawsuit On The Corporation's Behalf?

California Corporations Code Section 300(a) declares that "the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the board."  Does this mean that the board of directors...

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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