California Corporate & Securities Law

Professor Stephen Bainbridge asks "If corporations are not people, then what are they?"  Although I hesitate to cavil over diction, I do think the question is more properly framed "If corporations are not persons, then what are they?" 

California, like Delaware and other states, authorizes a short-form merger procedure. Essentially, this involves a merger of a subsidiary into its parent or vice versa. Under California's statute, the parent corporation must own all of the...

One doesn't normally think of corporations as being agencies of the United States government. However, the California Corporations Code conclusively presumes that some corporations are agencies and instrumentalities of the United States. To qualify...

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:

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 any...

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 in...

I always find outdated statutory references to be annoying, particularly when I'm dealing with a statutory scheme for the first time.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...