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Ropes & Gray LLP

California’s Office of Health Care Affordability (“OHCA”) Initiates First Cost and Market Impact Review (“CMIR”)

Ropes & Gray LLP on

On June 6, 2025, the California Office of Health Care Affordability (“OHCA”) issued its first determination to conduct a Cost and Market Impact Review (“CMIR”) under its health care oversight law. This CMIR will involve...more

Wiley Rein LLP

California Federal Court Holds Exception to I v. I Exclusion Restores Coverage for D&O Claim Based on Dilution of Shares

Wiley Rein LLP on

The United States District Court for the Southern District of California, applying California law, has held that an exception within an insured vs. insured (I v. I) exclusion of a D&O policy restored coverage for a suit...more

Allen Matkins

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

Allen Matkins on

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

Husch Blackwell LLP

California Legislature Takes Another Swing at Private Equity Participation in Healthcare

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Last fall, private equity and hedge fund investors were given a reprieve from the prospect of increased oversight of healthcare transactions when California Governor Gavin Newsom unexpectedly vetoed Assembly Bill 3129 (AB...more

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

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