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
Business divorce has a way of drawing quick and often lopsided battle lines. Many disputes in closely-held companies feature one outspoken owner feuding with a united group of the remaining owners over management or...more
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
Corporate mergers and acquisitions can disproportionately affect minority shareholders and members of closed corporations. Those effects may include the dilution of the value of shares, the loss of the holder’s voting rights,...more
The Alberta Court of Appeal has confirmed that dissenting shareholders to a plan of arrangement may receive an interim payment for their shares while fair value of those shares is being determined by the courts. In Brookdale...more
New York’s business-entity statutes, like those across the nation, provide minority owners with the right to dissent from a merger and to be paid the fair value of the dissenter’s ownership interest. Now assume the dissenter...more
I’ve devoted several posts to how California’s General Corporation Law deals with fractional shares. Nevada’s approach to fractional shares is somewhat different. For example, Nevada permits rounding up to a full share in...more
Effective August 1, 2016, the appraisal rights of dissenting stockholders in mergers and certain other transactions under the Delaware General Corporation Law (DGCL) have been modified in two principal respects...more
Two recent high-profile shareholder rights cases in the Delaware Chancery Court have received a lot of attention due to the money that is at stake and the individuals in the disputes. These two cases, along with several other...more
Originally published in the Daily Journal on December 21, 2012. On Sept. 23 Gov. Jerry Brown signed Assembly Bill 1680 into law. AB 1680 amends California's dissenters' rights statute by (i) eliminating dissenters rights...more