Contact us with your California corporate & securities law questions (949) 353-6347 or Contact us here

Why Is There No "De Facto Asset Sale" Doctrine?

Last Friday's post concerned the status of the de facto merger doctrine in California.  The late Harold Marsh Jr. made the following observation about the de facto merger doctrine in his magnum opus:

"It is of course possible to label any sale of assets for stock a 'de facto merger,' since they are merely different techniques to accomplish the same result.  It can with equal logic (although perhaps not equal justice) be argued that a merger is a 'de facto sale of assets' and that therefore shareholders of the surviving corporation should be deprived of the voting and dissenters' rights.  Apparently no one had the temerity to rely upon that argument, however . . .".  

Marsh's California Corporation Law § 19.01[B].  Professor Marsh goes on to conclude that the current General Corporation Law eliminated uncertainty regarding the procedural aspects of reorganization transactions by reason of "its uniform rules applicable to all three types of transactions [merger, exchange and sales of assets] and to transactions going in both directions".  Id.

Note to readers:  I have written or updated portions of Marsh's book.  However, I have not contributed to Chapter 19.

Share on:

Corporations Code

ANY QUESTIONS REGARDING CALIFORNIA CORPORATE AND SECURITIES LAW? CONTACT US DIRECTLY

We offer expert advice with the intricacies of California law.

Our years of experience and expertise allow us to help clients navigate the business laws in California.

CONTACT US

Get the latest news and analysis about California Corporate & Securities law. Subscribe to our newsletter today!

We respect your email privacy

ABOUT OUR AUTHOR

30172DBAB0084D3A8F39D7AF0A8E79BC.ashx Keith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
Learn More About Keith

RECOGNITION

NationalLawReview

JDSupra 2018

nominee-badge

Get the latest news and analysis about California Corporate & Securities law. Subscribe to our newsletter today!

We respect your email privacy

CATEGORIES

see all

YOUTUBE

FACEBOOK