Dissenters’ Rights And The Saddest Plaintiff
Dissenters’ rights statutes are intended to liberate minority stockholders from the tyranny of the majority. They accomplish this by allowing stockholders who object to specific transactions the...
View ArticleCalifornia Bill Threatens Market Exception For Dissenters’ Rights
The California legislature is taking its summer recess and will reconvene on August 6. Joint Rule 51(b)(2). It will then sit until August 31 which is the last day for either the Senate or the...
View ArticleEffecting A Short-Form Merger? Don’t Forget To Give Notice
Although California’s General Corporation Law is frequently criticized as overly restrictive, it does have one virtue. It is rationally organized. Thus, it begins with a long series of defined terms,...
View ArticleWhat Does The UCC Have To Do With M&A Anyway?
For several years, I taught a law school class covering sales, personal property leases, and documents of title – Uniform Commercial Code Articles 1, 2, 2A, and 7. At one time, the UCC was the big...
View ArticleFacebook “Likes” California’s Fairness Hearing Process!
In this video from January 2011, I spoke about California’s fairness hearing procedure. California is one of only a handful of states that offer the opportunity to take advantage of the Section...
View ArticleBulk Sales Bill Gutted and Amended!
As we come down to the closing days of the current legislative biennium, the legislative process becomes frenetic and unpredictable. SB 12 (Corbett) started out repealing California’s Bulk Sales Act....
View ArticleNo Surprises Here – California Court Won’t Enforce Non-Compete
Employers like covenants not to compete; California doesn’t. Anyone who doubts these two propositions should read the opinion issued last Friday by the Fourth District Court of Appeal in Fillpoint,...
View Article1 For 3 Million Reverse Split Fraud Claim Survives Motion To Dismiss
Nancy Wojtas at Cooley LLP alerted me to an interesting ruling case decided last week by the U.S. District Court for the Eastern District of New York, Gardner v. Major Auto. Cos., 2012 U.S. Dist. LEXIS...
View ArticleDOC Calls It Fair
Notes on the Facebook fairness hearing At the conclusion of a hearing held yesterday morning, the Department of Corporations approved the acquisition of Instagram, Inc. by Facebook, Inc. Technically,...
View ArticleCourt Holds Promoters May Owe Fiduciary Duties To Non-Shareholder Investors...
Yesterday, the California Court of Appeal issued an opinion addressing two important questions involving the liability of corporations and promoters Cleveland v. Johnson, Cal. Ct. of Appeal Case No....
View ArticleConversion Is Not So Easy, And So Smooth A Thing . . .
Entity conversions are a relatively new phenomena. The legislature first provided for conversion in 1999 when it enacted AB 197 (Ackerman), which provided for the conversion of partnerships and...
View ArticleCounty Assessors Assume A Conversion Involves A Transfer, But Are They Correct?
When an entity converts into another business form, does a transfer occur? Many California Assessor’s offices seem to think so. Therefore, don’t be surprised if following a conversion you receive a...
View ArticleLegislature Repeals Subversive Organization Registration Law And Loosens...
Just over a year ago, I posted this piece on California’s World War II era Subversive Organization Registration Law. A few months later, the Assembly Committee on Judiciary suddenly introduced a bill,...
View ArticleCourts Consider Anti-Assignment Clauses And Reverse Triangular Mergers
In a reverse triangular merger, the acquiring company forms a subsidiary that merges with and into the target with the outstanding shares of the target being converted into securities of the acquiring...
View ArticleIn Honor Of Nevada Day – A Transaction You Can Do In Nevada, But Not Delaware
Unlike the monks of Mt. Athos, I don’t adhere to the Julian Calendar (today is October 17, 2013). However, I do remain a traditionalist when it comes to Nevada Day. October 31 is the original date on...
View ArticleMore On Asset Sales And The Attorney-Client Privilege
Last week, I dipped a toe into the difficult topic of what happens to the attorney-client privilege in merger and acquisition transactions. In that post, I framed a definitional question – is the...
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Pre-Merger Activities Don’t Give Rise To Cartwright Act Violation
In 1907, newly elected California Governor James Norris Gillett asked the California legislature to address restraints on trade. California state Senator John A. Cartwright responded with a bill...
View ArticleAsahi’s Morning Sun – Court Holds Parent And Its Managers May Be Liable For...
Yesterday’s post was intended to set the stage for a discussion of last week’s decision by the Court of Appeal in Asahi Kasei Pharma Corp. v. Actelion Ltd., 2013 Cal. App. LEXIS 1017 (Cal. App. 1st...
View ArticleFor Executives, This May Have Been The Most Frightening Holding Of 2013
Recently, I wrote about the Court of Appeal’s holding in Asahi Kasei Pharma Corp. v. Actelion Ltd., 2013 Cal. App. LEXIS 1017 (Cal. App. 1st Dist. Dec. 18, 2013). Because it was the holidays, I’m not...
View ArticleCourt Of Appeal Says Legislature Was “willing to tolerate some dead cats to...
Chapter 13 of the California General Corporation Law establishes the rights of “dissenting shareholders” (defined in Section 1300(c)) to demand payment of cash for their shares in reorganizations and...
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