Federal Judge Finds Exception To Exclusivity Of California Dissenters' Rights Remedy To Be "Likely" Even Though The Statute Says Otherwise

California Corporations Code Section 1312(a) provides:

What Exactly Must A Board Approve When It Approves A Merger?

Last Friday, John Jenkins wrote about another momentous ruling by Chancellor Kathaleen St. J. McCormick.  In Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024), she ruled:

Agency By Unsigned Charter Amendment?

Writing in DealLawyers.com, Meredith Ervine highlights one Delaware corporation's proposal to amend its certificate of incorporation to designate the corporation as the agent of its stockholders to pursue damages in the event that specific...

Can A Charter Amendment Fix Con Ed?

In a recent post, Professor Ann Lipton noted a proposed charter amendment intended to address the so-called "Con Ed" problem.   In Consol. Edison, Inc. v. Ne. Utilities, 426 F.3d 524 (2d Cir. 2005), the stockholders of Northeast Utilities sued...

Governor Signs Bill Prohibiting Any Grocery Store Purchases Without Prior Written Notice To The Attorney General

Anyone planning to buy a loaf of bread or head of lettuce next year will need to plan ahead.  Last weekend, Governor Newsom signed AB 853 into law.  This bill provides that "[n]o person shall acquire, directly or indirectly, any . . . assets of a...

Nevada Supreme Court Holds That Temporary Closing During Pandemic Did Not Violate This "Ordinary Course" Covenant

Merger and acquisition agreements almost invariably include a promise by the seller to continue to operate the business in the "ordinary course". This promise is typically included to provide assurance to the buyer that the business will not change...

Must A Parent Of A Constituent Corporation Sign The Agreement Of Merger?

In California practice, a merger reorganization will typically involve two agreements - one short, the other not.  The Corporations Code refers to the shorter agreement as the "agreement of merger".   At a minimum it must include all of the following:

Shoppers May Soon Be Required To Notify The Attorney General Before Buying A Loaf Of Bread Or Can Of Peas!

Last May, I wrote with some incredulity about AB 853 (Maienschein) which is ostensibly directed at mergers and acquisitions of grocery and drug stores.  The bill, however, appears to be progressing toward enactment.   As a reminder, the bill provides:

Pre-Merger Non-Solicitation Ban Yields No Antitrust Claim

It is rare that for an employer to instruct its employees not to try to lure aware a competitor's customers. It is rarer still when an employer fires an employee for doing so. These may be rare events, but apparently (or at least allegedly) they...

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