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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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