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California › Mergers › Board of Directors

Allen Matkins

Is Delaware Forum Selection Bylaw Binding On Shareholder Who Filed Suit When The Corporation Was Incorporated In California?

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In Drulias v. 1st Century Bancshares, Inc. 30 Cal. App. 5th 696 (2018), the plaintiff was a shareholder in a Delaware corporation whose board of directors approved a merger agreement and at the same time adopted a forum...more

Allen Matkins

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

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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?

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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

Dissenters' Rights And Conversions

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Chapter 13 of the California General Corporation Law provides for statutory dissenters' rights.  In general, dissenters' rights are rights granted to shareholders to require the corporation to buy their shares for cash at an...more

Allen Matkins

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

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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 Merging What Must The Board And Shareholders Approve?

Allen Matkins on

The California General Corporation Law recognizes three subsets of a "reorganization" - a "merger reorganization", an "exchange reorganization", or "sale-of-assets reorganization".  Cal. Corp. Code § 181.  Chapter 11 of the...more

Allen Matkins

When A Majority Vote May Not Suffice

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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"

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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

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