California Corporate & Securities Law

Last week, the North American Securities Administrators Association sent a letter to U.S. Senate and House committee leaders expressing concern that the appropriations process will "may be used to advance provisions in the draft JOBS Act 4.0 that...

According to Vergil, Jupiter granted imperium sine fine (rule without limit) to the yet to be birthed City of Rome .  Aeneid, Book 1, line 279. As far as I know, no divinity has made a similar bequest upon the State of California. Nonetheless, a bill...

The California legislature is currently considering a bill, AB 2080 (Wood) that would, among other things, require notice to, and the written consent of, the Attorney General before entering into an agreement or transaction either:

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:

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...

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...

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...

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...

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...