Must An Officer's Certificate Always State Board Approval?

Recently, I was looking at the form of Officer’s Certificate of Approval of Agreement of Merger on the Secretary of State’s website.  Paragraph 2 of the form states:

When Merging What Must The Board And Shareholders Approve?

The California General Corporation Law recognizes three subsets of a "reorganization" - a "merger reorganization", an "exchange reorganization", or "sale-of-assets reorganization".  Cal. Corp. Code § 181.  Chapter 11 of the GCL authorizes and...

Something Is Missing From Section 1203

In 1988, the California legislature enacted a unique fairness opinion requirement for certain "interested party" tender offers, including a share exchange tender offers (Section 183.5) or written proposals for a written a "reorganization" or sale of...

When A Majority Vote May Not Suffice

The California General Corporation Law imposes an intricate set of rules with respect to shareholder approval of reorganizations (defined in Section 181).  In general, the GCL requires that the principal terms of a reorganization be "approved by the...

In California, Not Every Merger Is A "Reorganization"

Yesterday's post discussed the relevance of the maturity date of a debt security to the definition of a "sale-of-assets" reorganization under California's General Corporation Law.   The CGCL recognizes two other types of "reorganizations".  One of...

When One Party's Professional Decides The Sufficiency Of That Party's Performance

Often parties to a contract will agree that a third party will make the final call as to whether an obligation has been performed or an amount to be determined post-closing.  In California, it has long been held that the parties may agree that the...

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...

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