Why California Requires Notice Of Rights That Shareholders May Not Have

Dissenters' rights under California's General Corporation Law do not exist unless there are "dissenting shares", a term defined in Section 1300(b) of the California Corporations Code.  In order to qualify as "dissenting shares" under the statute, the shares must "not, immediately prior to the reorganization or short-form merger, listed on any national securities exchange certified by the Commissioner of Business Oversight under subdivision (o) of Section 25100, and the notice of meeting of shareholders to act upon the reorganization summarizes this section and Sections 1301, 1302, 1303, and 1304 . . .".  This is the so-called "market-out" exception.  

Practitioners may be bewildered by the statute's requirement that the notice of the meeting must summarize specified provisions of the GCL relating to the exercise of dissenters' rights.   What purpose is served by requiring corporations to inform shareholders about rights that they do not hold?  

I believe that the reason this requirement was included was a former exception to the "market-out" exception that applied when "demands for payment filed with respect to 5 percent or more of the outstanding shares of that class".  When this exception was in effect, a corporation would not necessarily know before the meeting whether the market-out exception applied.   The legislature eliminated this exception to the exception in 2012.   Cal. Stats. 2012, ch. 473 (AB 1680).  

Yet, another exception to the exception remains.  As discussed in this post,  shares are not "dissenting shares" when "there exists any restriction on transfer imposed by the corporation or by any law or regulation".   Therefore, there remains a residual rationale for requiring listed corporations to summarize the procedures relating to the exercise of dissenters' rights.