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CALIFORNIA CORPORATE & SECURITIES LAW

How California Made Mergers Potentially More Difficult

The last two sentences of Section 1101 of the Corporations Code can be an unwonted surprise to some practitioners.  They are intended to ensure fair treatment of shareholders in a merger by imposing two requirements: Each share of the same class or series of any constituent corporation must be treated equally with respect to the distribution of…

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All Shares Are Equal But With Proxy Access Some Shares Are More Equal Than Others

In George Orwell’s famous satire of Stalin’s Soviet Union, Animal Farm, the animals started out with seven commandments.  The seventh commandment was “All Animals Are Equal”.  As time passed, three of the original commandments were modified and eventually the seven commandments were whittled down to just one: “My sight is failing,” she [Clover, a mare] said finally. “Even…

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