California · Corporations Code

CORP §3400: A reorganization or a share exchange tender offer shall be approved by the board of all of the following: (a) Each constituent social purpose corporation in a merger reorganization.

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What this law says, in plain English

A reorganization or share exchange tender offer requires approval by the board of each social purpose corporation involved in the transaction.

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A reorganization or a share exchange tender offer shall be approved by the board of all of the following: (a) Each constituent social purpose corporation in a merger reorganization. (b) The acquiring social purpose corporation in an exchange 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 social purpose corporation in a share exchange tender offer. (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.”

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