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California › Shareholder Rights

Allen Matkins

Can "New Wave" Stockholder Agreements Catch A Wave In California?

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Professor Stephen Bainbridge recently commented on a decision by Vice Chancellor J. Travis Laster finding that Section 141(a) of the Delaware General Corporation Law trumps most of the provisions of a so-called "new wave"...more

Allen Matkins

When May Shares Be Voted Without A Proxy Or Without Transfer Into The Holder's Name?

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In most cases, Generally speaking, only the record owners of shares on the record date are entitled to vote under the California General Corporation Law.  As with most generalizations, however, there are exceptions.  For...more

Allen Matkins

Dissenters' Rights And Conversions

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Chapter 13 of the California General Corporation Law provides for statutory dissenters' rights.  In general, dissenters' rights are rights granted to shareholders to require the corporation to buy their shares for cash at an...more

Allen Matkins

What Happens When The Corporation Can't Legally Pay Dissenting Shares?

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Chapter 5 of the California General Corporation Law limits when a California corporation may make a distribution to its shareholders.   Because Section 166 of the Corporations Code defines "distribution to its shareholders"...more

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