Schrödinger's Cat And Merging Into A Foreign Corporation

When a California corporation merges into a foreign corporation, the merger becomes effective in accordance with the law of the jurisdiction in which the surviving corporation is organized.  In California, the merger will be effective as to the...

I Can't Explain The "Good Will" But California's Business & Professions Code Does

According to the Stanford Encyclopedia of Philosophy, Immanuel Kant believed that "good will" is the only unqualified good thing.  The Encyclopedia explains that "In Kant’s terms, a good will is a will whose decisions are wholly determined by moral...

CEO Announces A Merger, But Court Finds No Merger

This is a case of three companies.  Two of these companies, Axene and Dynamic Vision, have their principal places of business, and were incorporated, in California.   The third company, Healthstar, was organized in and has its principal place of...

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:

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. ...

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...

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

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

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....

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...

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