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Sale of Assets Corporate Governance

Allen Matkins

In California, Not Every Merger Is A "Reorganization"

Allen Matkins on

Yesterday's post discussed the relevance of the maturity date of a debt security to the definition of a "sale-of-assets" reorganization under California's General Corporation Law.   The CGCL recognizes two other types of...more

Allen Matkins

Incorporation May Require A Bulk Sale Notice

Allen Matkins on

California's Bulk Sales Law dates to 1990 when the legislature adopted a new Division 6 to the Commercial Code.  Cal. Stats. 1990, ch. 1191.  The current law is a farrago of prior law and the then uniform act recommended by...more

Amundsen Davis LLC

[Webinar] Preparing Your Business for Sale: A Checklist for Owners - November 12th, 10:00 am - 11:00 am CT

Amundsen Davis LLC on

Preparing to sell your business can be an overwhelming endeavor. A checklist of considerations for mergers and acquisitions (M&A) transactions can ease the burden. Join Bill Hackney and Carrie Keller on Thursday, November...more

Benesch

SEC Adopts Amendments to Financial Disclosures about Acquired and Disposed Businesses

Benesch on

In May 2020, the Securities and Exchange Commission (the “SEC”) adopted amendments to rules regarding, among other changes, the determination of whether a subsidiary or an acquired or disposed business is significant and the...more

Dorsey & Whitney LLP

SEC Adopts Amendments to Improve Financial Disclosures About Acquisitions and Dispositions of Businesses

Dorsey & Whitney LLP on

On May 21, 2020, the Securities and Exchange Commission announced rule and form amendments that will affect registrants’ financial disclosures relating to business acquisitions and dispositions. The amendments are intended to...more

WilmerHale

In Case You Missed It: Launch Links - September 2019

WilmerHale on

Some interesting links we found across the web this week: Back Channels in the Boardroom - After a board meeting, it is common for board members to begin side conversations with each other. While these side...more

Latham & Watkins LLP

FCJ Decision Updates Shareholders’ Resolution Requirement for Sale of GmbH Assets

Latham & Watkins LLP on

While a shareholders’ resolution is still required, the FCJ left open the question of whether notarization of the resolution is necessary. The German Federal Court of Justice (FCJ) decided on 8 January 2019 that Section...more

Allen Matkins

Buying Assets? Have You Considered This Secretary’s Certificate?

Allen Matkins on

California Corporations Code Section 1001 requires approval by the outstanding shares (Corp. Code § 152) of the principal terms of a sale of all or substantially all of a corporation’s assets (unless the transaction is in the...more

Pillsbury Winthrop Shaw Pittman LLP

Developments in Association Law 2015–2016

The Nonprofit Organizations Practice at Pillsbury has prepared this summary of significant legal and policy developments that have occurred in approximately the past year. All of these developments have potential impacts upon...more

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