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CALIFORNIA CORPORATE & SECURITIES LAW

Buying Assets? Have You Considered This Secretary’s Certificate?

California Corporations Code Section 1001 requires approval by the outstanding shares (Corp. Code § 152) of the principal terms of a sale of all or substantially all of a corporation’s assets (unless the transaction is in the usual and regular course of business).  Presumably, corporate sellers are in a good position to determine whether Section 1001…

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Meandering Through Minutiae – How The Type of Consideration Can Determine The Need For Shareholder Approval

Section 1001 of the California Corporations authorizes a corporation to sell all or substantially all of its assets when the principal terms are approved by the board of directors and the outstanding shares (unless the transaction is in the usual and regular course of business).  When the shareholders elect to dissolve the corporation, the board…

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Seeing Red And More Than 50% Ownership May Mean A 90% Vote

California broadly authorizes a corporation to sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of its assets when the principal terms have been approved by the board.  If the sale is not in the usual and regular course of business, the principal terms must also be approved by the outstanding shares. …

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