California Corporate & Securities Law

Yesterday's post delved into the difference between a "share exchange tender offer" (Section 183.5) and an "exchange reorganization" (Section 181(b)) under the California General Corporation Law. Briefly, both involve the exchange of equity...

In 1989, the California legislature decided to define "share exchange tender offer" in the General Corporation Law.  Section 183.5 defines the term to mean:

Yesterday's post highlighted one company's confusion about the vote required for shareholder approval of an equity compensation plan under the California General Corporation Law. Because the GCL does not impose a specific requirement for shareholder...

Some may be surprised to learn that a corporation need not be formed under the California General Corporation Law to qualify as a "domestic corporation". Corporations Code Section 167 defines "domestic corporation" to be "a corporation formed under...

Section 202 of the California Corporations Code lists those provisions that must be included in a California corporation's articles of incorporation in order for them the be accepted by the Secretary of State for filing. There are a number of other...

The last two posts have discussed what a corporation may do with fractions of shares.  I entitled the first of these posts "Breaking Up Is Not Hard To Do – Fractions, Scrip And Scrippage" in partial reference to the song by Neil Sedaka and Howard...