Nonprofit Basics: How To Wind up a California Charity
California Corporations Code Section 1312(a) provides: No shareholder of a corporation who has a right under this chapter...more
Last Friday, John Jenkins wrote about another momentous ruling by Chancellor Kathaleen St. J. McCormick. In Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024), she ruled...more
Anyone planning to buy a loaf of bread or head of lettuce next year will need to plan ahead. Last weekend, Governor Newsom signed AB 853 into law. This bill provides that "no person shall acquire, directly or indirectly,...more
In California practice, a merger reorganization will typically involve two agreements - one short, the other not. The Corporations Code refers to the shorter agreement as the "agreement of merger". At a minimum it must...more
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...more
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...more
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...more
Shares that otherwise meet California's definition of "dissenting shares" are not dissenting shares if immediately before the reorganization or short-form merger, they are listed on any national securities exchange certified...more