News & Analysis as of

Mergers California Corporate Governance

Allen Matkins

What Exactly Must A Board Approve When It Approves A Merger?

Allen Matkins on

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

Allen Matkins

Must A Parent Of A Constituent Corporation Sign The Agreement Of Merger?

Allen Matkins on

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

Allen Matkins

Must An Officer's Certificate Always State That The Board Approval?

Allen Matkins on

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

Allen Matkins

When A Majority Vote May Not Suffice

Allen Matkins on

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...more

Allen Matkins

In California, Not Every Merger Is A "Reorganization"

Allen Matkins on

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...more

5 Results
 / 
View per page
Page: of 1

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide