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...
Five years ago, I commented on the dearth of authority on whether a reverse triangular merger constitutes an assignment:
"In a reverse triangular merger, the acquiring company forms a subsidiary that merges with and into the target with the...
Generally, a board of directors of a California corporation may not remove one of its members. Removal of a director is in most cases the province of the shareholders. Thus, Section 303 of the Corporations Code allows the shareholders to remove...
Occasionally, I have devoted space to the topic of unincorporated associations. See Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First, Federal Court Allows Reverse Veil Piercing Of Unincorporated...
Yesterday, Professor Stephen Bainbridge noted that California has applied the de facto merger doctrine to an asset purchase transaction to hold the acquiring corporation liable for tort liabilities of the selling corporation. Professor Bainbridge...
I always find outdated statutory references to be annoying, particularly when I'm dealing with a statutory scheme for the first time. I recognize that the fun of legislation lies in writing new laws, but with the power to make law should come the...
Five years ago, I noted that Section 107 of the California Corporations Code prohibits any corporation, flexible purpose corporation, association or individual from issuing or putting in circulation, as money, anything but the lawful money of the...
In 2003, The California legislature enacted SB 523 to subject certain corporations to civil penalties of up to $1 million if the corporation has knowledge of certain acts and fails to notify the Attorney General or the "appropriate government...
Section 204(b) permits the articles of incorporation to include reasonable restrictions upon the right to transfer or hypothecate shares of any class or classes or series. This is the only time the word "hypothecate" appears in the General...
Ralph Waldo Emerson famously derided a foolish consistency, famously writing in his essay, Self-Reliance:
"With consistency a great soul has simply nothing to do. He may as well concern himself with his shadow on the wall. Speak what you think now...
Bob Lamm, California Corporations Code, Corporate Governance, Glass Lewis, proxy voting guidelines, section 602(a), Section 902(a), Supermajority vote
Keith Paul Bishop
