California Corporate & Securities Law

In 1988, the California legislature enacted a unique fairness opinion requirement for certain "interested party" tender offers, including a share exchange tender offers (Section 183.5) or written proposals for a written a "reorganization" or sale of...

Section 1601 of the California Corporations Code grants any shareholder the right to inspect the accounting books, records, and minutes of board and shareholder meetings for a purpose reasonably related to the shareholder's interest as a...

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...

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...

 Surprisingly, the California General Corporation Law uses the term "common stock" as opposed to "common shares" in only a single statute.  Section 159 of the California Corporations Code defines "common shares" as "shares which have no preference...

Sometimes a corporation will for one reason or another fall into desuetude, with all of the directors and officers having resigned or died.  If the corporation has not dissolved and wound up, the shareholders remain shareholders as there is no...

California's General Corporation Law refers to "common shares" rather than "common stock".  What makes shares shares "common shares"?  Section 159 defines "common shares" as "shares which have no preference over any other shares with respect to...

The California General Corporation Law authorizes a corporation (Section 162) to convert into a domestic other business entity (Section 167.7).    The GCL, however, does not permit a corporation to convert to a foreign other business entity (Section...

California Corporations Code Section 902 generally requires that amendments to the articles of incorporation must be approved by the outstanding shares and the Board of Directors.  The statute lists three instances when the "board alone" may adopt...