Why California Requires Notice Of Rights That Shareholders May Not Have

Dissenters' rights under California's General Corporation Law do not exist unless there are "dissenting shares", a term defined in Section 1300(b) of the California Corporations Code.  In order to qualify as "dissenting shares" under the statute,...

What Does Rule 144 Have To Do With Dissenters Rights?

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...

What Happens When The Corporation Can't Legally Pay Dissenting Shares?

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...

The Right To Dissent And Fractional Shares

I've devoted several posts to how California's General Corporation Law deals with fractional shares.  Nevada's approach to fractional shares is somewhat different.  For example, Nevada permits rounding up to a full share in all cases.  NRS...

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