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Deadlocks And The Provisional Director

Section 308 authorizes the Superior Court to appoint a provisional director in two different circumstances.  Although both involve the existence of a deadlock, the conditions under which a provisional director may be appointed are very different.

...

California Corporations Code

Professor Bainbridge Asks "If Corporations Are Not People, What Are They?"

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?" 

The word...

California Corporations Code

Leaving California By Short-Form Merger Without Shareholder Approval Fugetaboutit!

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...

California Corporations Code

When A Corporation Is A U.S. Government Agency

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...

California Corporations Code

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

Court Of Appeal Finds No Property Transfer In Reverse Triangular Merger

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...

California Corporations Code

The General Corporation Law's "25th Amendment"

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...

California Corporations Code

California And Joint Stock Associations

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 FirstFederal Court Allows Reverse Veil Piercing Of Unincorporated...

California Corporations Code

Does California Recognize The De Facto Merger Doctrine Outside The Successor Liability Context?

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...

California Corporations Code

These Officials Live On In Statute

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...

California Corporations Code

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