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CALIFORNIA CORPORATE & SECURITIES LAW

Three Common California M&A Pitfalls

I find that many California mergers and acquisition lawyers are more comfortable dealing with Delaware than California corporate law.  However, there are still many thousands of California corporations that may be in the market to acquire or be acquired.  Below are three common pitfalls California M&A pitfalls. 1.  Failing to recognize that the California General Corporation Law applies.  The CGCL will,…

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California’s 50/90 Rule – When Being In Control May Mean That You’re Not

Many out-of-state practitioners are surprised to learn that California has special statutory provisions governing a merger when a constituent corporation (Section 161) or its parent (Section 175) owns, directly or indirectly, more than 50%  of the voting power (Section 194.5) of the other constituent corporation prior to the merger.  This is the so-called “50/90 Rule”.   It can be  found in the last…

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