In two earlier posts, I wrote about why the Commissioner’s certification of a national securities exchange pursuant to Corporations Code § 25100(o) still matters. Today, I discuss yet another reason why certification continues to be relevant. This time the issue involves dissenters’ rights under the California General Corporation Law.

Dissenters’ Rights

Chapter 13 of the California Corporations Code establishes the right of certain shareholders to obtain the “fair market value of its shares when the approval of the outstanding shares (§ 152) is required for a reorganization (§ 181) pursuant to § 1201(a), (b), (e) or (f). [For a discussion of the difference between "fair value" and "fair market value" see “Fair Is Foul, And Foul Is Fair”, But Are “Fair Value” And “Fair Market Value” Synonymous?]