Cal. Corp. Code § 3400
Reorganizations
Redline — January 1, 2011 → current.View current text →
Current — January 1, 2015
As of January 1, 2011
A reorganization or a share exchange tender offer shall be approved by the board of all of the following:
A reorganization or a share exchange tender offer shall be approved by the board of all of the following:
(a) Each constituent flexible purpose corporation in a merger reorganization.
(a) Each constituent social purpose corporation in a merger reorganization.
(b) The acquiring flexible purpose corporation in an exchange reorganization.
(b) The acquiring social purpose corporation in an exchange reorganization.
(c) The acquiring flexible purpose corporation and the flexible purpose corporation whose property and assets are acquired in a sale-of-assets reorganization.
(c) The acquiring social purpose corporation and the social purpose corporation whose property and assets are acquired in a sale-of-assets reorganization.
(d) The acquiring flexible purpose corporation in a share exchange tender offer.
(d) The acquiring social purpose corporation in a share exchange tender offer.
(e) The flexible purpose corporation in control of any constituent or acquiring domestic or foreign flexible purpose corporation or other business entity under subdivision (a), (b), or (c) and whose equity securities are issued, transferred, or exchanged in the reorganization, hereafter a “parent party.”
(e) The social purpose corporation in control of any constituent or acquiring domestic or foreign social purpose corporation or other business entity under subdivision (a), (b), or (c) and whose equity securities are issued, transferred, or exchanged in the reorganization, hereafter a “parent party.”
Official source: California Legislative Information. Reproduced from public-domain California statutes; confirm against the official source for the current text. Not legal advice.