California Corporate & Securities Law

Huy Fong Foods, Inc. makes Sriracha pepper sauce and for nearly three decades Underwood Ranches, L.P. supplied the peppers for Huy Fong's sauce. Although the parties operated under written agreements for the first decade of their relationship, they...

Yesterday's post discussed the relevance of the maturity date of a debt security to the definition of a "sale-of-assets" reorganization under California's General Corporation Law. The CGCL recognizes two other types of "reorganizations". One of...

The California General Corporation Law defines three types of "reorganizations" - a merger reorganization, an exchange reorganization, and a sale-of-assets reorganization. Cal. Corp. Code § 181. A "sale-of-assets reorganization" is defined as the...

Shares that otherwise meet California's definition of "dissenting shares" are not dissenting shares if immediately before the reorganization or short-form merger, they are listed on any national securities exchange certified by the Commissioner of...

Often parties to a contract will agree that a third party will make the final call as to whether an obligation has been performed or an amount to be determined post-closing. In California, it has long been held that the parties may agree that the...

Chapter 5 of the California General Corporation Law limits when a California corporation may make a distribution to its shareholders. Because Section 166 of the Corporations Code defines "distribution to its shareholders" so as to include a share...

Earlier this month, a Texas non-profit membership association filed a complaint in the United States District Court for the Central District (Western Division) of California, Alliance For Fair Board Recruitment v. Weber, Case No....

The California Secretary of State suspends or forfeits an entity for failure to file the required Statement of Information, and in the case of a domestic corporation that is an association formed to manage a common interest development, the required 

You will find numerous references to classes of shares in the California General Corporation Law.  See, e.g., Cal. Corp. Code § 203 (Except as specified in the articles or in any shareholders' agreement, no distinction shall exist between classes or...