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,...
View ArticleSeeing 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...
View ArticleHow 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...
View ArticleThree Considerations For Drafting A Code of Business Conduct
Although the Securities and Exchange Commission does not require that a company adopt a code of business conduct and ethics, I would be very surprised to hear of an SEC reporting company that has not...
View ArticlePay-To-Play Meets The California Labor Code
In 2010, the Securities and Exchange Commission adopted a rule (17 CFR § 206-4(5)) prohibiting an investment adviser from providing advisory services for compensation to a government client for two...
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