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    California Bill Would Make Successor Employers Liable For Unpaid Wages

    California Assembly Member Lorena Gonzalez recently amended AB 3075 to impose successor liability for unpaid wages.  The bill would, among other things, add a new Section 200.3 to the California Labor Code:

    Mergers & Acquisitions

    This Flowchart Makes California's Corporate Law Look "Pretty, Pretty Good"!

    You can read Delaware's General Corporation Law front to back and back to front and still know very little about Delaware corporate law.  The reason is that most of the important rules are not found in statutes but in a myriad of court decisions. ...

    Mergers & Acquisitions, California Corporations Code, Delaware General Corproration Law

    Court Of Appeal Finds No Successor Liability Following Purchase Of Assets

    Buyers of assets typically like to pick and choose the assets and liabilities that they will acquire.  In general, the law permits this.  Thus, a corporation that purchases the principal assets of another corporation, will not assume the seller’s...

    Mergers & Acquisitions

    Buying Assets Of A California Employer? You May Be Required To Withhold Seller's Unpaid California Employer Contributions

    Yesterday, John Jenkins wrote in about successor liability in asset purchase transactions.  Many practitioners may be unfamiliar with potential successor liability under California's Unemployment Insurance Code.

    Mergers & Acquisitions

    Does Choice Of Law Include The Parol Evidence Rule?

    On the antepenultimate day before Christmas, the California Court of Appeal issued an opinion that should be of interest and concern to lawyers documenting merger and acquisition agreements.  Kanno v. Marwit Capital, No. G052348, 2017 Cal. App....

    choice of law, Hutchinson v. Hutchinson, integration clause, Mergers & Acquisitions, "parol evidence rule", substantive, kanno v. marwit capital, procedural

    California Supreme Court Declines To Rehear Documentary Transfer Tax Appeal

    In June, I wrote about the California Supreme Court's disappointing decision in 926 N. Ardmore Ave. v. County of L.A., 2017 Cal. LEXIS 4768 (Cal. 2017).  See California Supreme Court Affirms Novel M&A Tax. Readers may recall that the Supreme Court...

    Mergers & Acquisitions, Proposition 13, 926 North Ardmore, California Sui Generis, California Supreme Court, documentary transfer tax

    California Supreme Court Affirms Novel M&A Tax

    Suppose Mr. Henry owns all of the outstanding shares of a Virginia corporation that owns all of the issued and outstanding shares of a Massachusetts corporation that owns, among other things, real property in Los Angeles, California.  Suppose...

    Mergers & Acquisitions, Proposition 13, Rev. & Tax. Code, Section 11901, 926 N. Ardmore, 926 North Ardmore, assessor, change of ownership, Documentary Transfer Tax Act, Leondra, recorder, Section 408, Section 60

    California Judge Troubled By Trulia Refuses To Approve Settlements

    Kevin LaCroix recently tackled the question Is Deal Litigation in Delaware Done?  According to Kevin, "deal litigation has been shifting from Delaware Chancery Court to courts in other states and to federal courts".  He attributes this shift to...

    Mergers & Acquisitions, Anderson v. Alexza, Andre G. Bouchard, disclosure only, Drulias v. 1st Century, Judge Peter H. Kirwan, Kevin LaCroix, Pharmacyclics, Sean J. Griffith, settlement, Trulia

    More On Revlon Duties In California

    Following yesterday's post concerning the status of Revlon duties in California, I received a note from Suzanne Weakley, an attorney at the California Continuing Education of the BAR (aka the CEB).  For those readers not familiar with the CEB, it is...

    Mergers & Acquisitions, revlon duties

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