Court Opinions

State Laws

US Code

US Constitution

California Corporations Code Section 1300

Legal Research Home > California Laws > Corporations Code > California Corporations Code Section 1300

1300.  (a) If the approval of the outstanding shares (Section 152)
of a corporation is required for a reorganization under subdivisions
(a) and (b) or subdivision (e) or (f) of Section 1201, each
shareholder of the corporation entitled to vote on the transaction
and each shareholder of a subsidiary corporation in a short-form
merger may, by complying with this chapter, require the corporation
in which the shareholder holds shares to purchase for cash at their
fair market value the shares owned by the shareholder which are
dissenting shares as defined in subdivision (b). The fair market
value shall be determined as of the day of, and immediately prior to,
the first announcement of the terms of the proposed reorganization
or short-form merger, excluding any appreciation or depreciation in
consequence of the proposed reorganization or short-form merger, as
adjusted for any stock split, reverse stock split, or share dividend
that becomes effective thereafter.
   (b) As used in this chapter, "dissenting shares" means shares to
which all of the following apply:
   (1) That were not, immediately prior to the reorganization or
short-form merger, listed on any national securities exchange
certified by the Commissioner of Corporations under subdivision (o)
of Section 25100, and the notice of meeting of shareholders to act
upon the reorganization summarizes this section and Sections 1301,
1302, 1303 and 1304; provided, however, that this provision does not
apply to any shares with respect to which there exists any
restriction on transfer imposed by the corporation or by any law or
regulation; and provided, further, that this provision does not apply
to any shares where the holder of those shares is required, by the
terms of the reorganization or short-form merger, to accept for the
shares anything except: (A) shares of any other corporation, which
shares, at the time the reorganization or short-form merger is
effective, are listed on any national securities exchange certified
by the Commissioner of Corporations under subdivision (o) of Section
25100; (B) cash in lieu of fractional shares described in the
foregoing subparagraph (A); or (C) any combination of the shares and
cash in lieu of fractional shares described in the foregoing
subparagraphs (A) and (B).
   (2) That were outstanding on the date for the determination of
shareholders entitled to vote on the reorganization and (A) were not
voted in favor of the reorganization or, (B) if described in
paragraph (1), were voted against the reorganization, or were held of
record on the effective date of a short-form merger; provided,
however, that subparagraph (A) rather than subparagraph (B) of this
paragraph applies in any case where the approval required by Section
1201 is sought by written consent rather than at a meeting.
   (3) That the dissenting shareholder has demanded that the
corporation purchase at their fair market value, in accordance with
Section 1301.
   (4) That the dissenting shareholder has submitted for endorsement,
in accordance with Section 1302.
   (c) As used in this chapter, "dissenting shareholder" means the
recordholder of dissenting shares and includes a transferee of
record.

Last modified: February 22, 2013