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CA AB1680

Bill

Status

Passed

9/23/2012

Primary Sponsor

Bob Wieckowski

Click for details

Origin

State Assembly

2011-2012 Session

AI Summary

  • Modified the valuation date for dissenting shares from "the day before the first announcement" to "the day of, and immediately prior to, the first announcement" of the proposed transaction, with adjustments for stock splits and dividends.

  • Eliminated the 5% threshold requirement that previously limited publicly traded shareholders' eligibility to receive fair market value for dissenting shares.

  • Expanded the definition of "dissenting shares" to include publicly traded shares when shareholders receive anything other than publicly traded shares of another corporation or cash in lieu of fractional shares.

  • Required dissenting shareholders to include a statement of claimed fair market value in their purchase demand, which constitutes an offer to sell shares at that stated price.

  • Made conforming changes to Sections 1300, 1301, 1302, 1304, and 1309 of the Corporations Code governing dissenting shareholder rights in reorganizations and short-form mergers.

Legislative Description

Dissenting shareholders' rights.

Last Action

Chaptered by Secretary of State - Chapter 473, Statutes of 2012.

9/23/2012

Committee Referrals

Rules5/10/2012
Judiciary4/17/2012
Banking and Finance2/23/2012

Full Bill Text

No bill text available