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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

Is There A "Revlon Duty" In California?

There are certain seminal Delaware corporate law cases that are so well known that corporate lawyers are wont to assume that they have been adopted and followed everywhere.  One such case is Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc., 506...

Mergers & Acquisitions, Gaillard v. Natomas, preferred stockholders, revlon duties, Corporate Governance, fiduciary duty, Kirschner v. Natomas

Knowledge Of Loan Extensions Precludes Exoneration

The California Civil Code devotes several sections to the subject of the exoneration of sureties.  Section 2819, for example, intones:

“A surety is exonerated, except so far as he or she may be indemnified by the principal, if by any act of the...

Mergers & Acquisitions, exoneration, G.W. Warrens, Section 2787, Civil Code, consent, Inc. v. Dabney, Section 2819, sureties

Buying Assets? Have You Considered This Secretary's Certificate?

California Corporations Code Section 1001 requires approval by the outstanding shares (Corp. Code § 152) of the principal terms of a sale of all or substantially all of a corporation’s assets (unless the transaction is in the usual and regular...

Mergers & Acquisitions, Section 1001, Section 1002, approval of the outstanding shares, Corporations Code, sale of all or substantially all, secretary's certificate

I Deliver Some Round Observations About California's Rounding Rule

Yesterday's post concerned various actions that a California corporation may pursue in lieu of issuing fractional shares.  I left for today the subject of rounding.  Section 407 of the Corporations Code expressly permits rounding to...

Mergers & Acquisitions, rounding, Secretary of State, Bill Holden, fractional shares, Harold Marsh Jr, Section 407

Breaking Up Is Not Hard To Do - Fractions, Scrip And Scrippage

The California General Corporation Law explicitly authorizes a corporation to issue fractional shares.  Cal. Corp. Code § 407.  A corporation, however, is not required to do so.  Id.  In lieu of issuing fractions, a corporation may in connection...

Mergers & Acquisitions, Corporate Governance, fair value, fractional shares, fractions, scrip, Section 407

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30172DBAB0084D3A8F39D7AF0A8E79BC.ashxKeith Paul Bishop
Partner at Allen Matkins
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