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California Corporations Code Section 1301

Legal Research Home > California Laws > Corporations Code > California Corporations Code Section 1301

1301.  (a) If, in the case of a reorganization, any shareholders of
a corporation have a right under Section 1300, subject to compliance
with paragraphs (3) and (4) of subdivision (b) thereof, to require
the corporation to purchase their shares for cash, that corporation
shall mail to each of those shareholders a notice of the approval of
the reorganization by its outstanding shares (Section 152) within 10
days after the date of that approval, accompanied by a copy of
Sections 1300, 1302, 1303, and 1304 and this section, a statement of
the price determined by the corporation to represent the fair market
value of the dissenting shares, and a brief description of the
procedure to be followed if the shareholder desires to exercise the
shareholder's right under those sections. The statement of price
constitutes an offer by the corporation to purchase at the price
stated any dissenting shares as defined in subdivision (b) of Section
1300, unless they lose their status as dissenting shares under
Section 1309.
   (b) Any shareholder who has a right to require the corporation to
purchase the shareholder's shares for cash under Section 1300,
subject to compliance with paragraphs (3) and (4) of subdivision (b)
thereof, and who desires the corporation to purchase shares shall
make written demand upon the corporation for the purchase of those
shares and payment to the shareholder in cash of their fair market
value. The demand is not effective for any purpose unless it is
received by the corporation or any transfer agent thereof (1) in the
case of shares described in subdivision (b) of Section 1300, not
later than the date of the shareholders' meeting to vote upon the
reorganization, or (2) in any other case, within 30 days after the
date on which the notice of the approval by the outstanding shares
pursuant to subdivision (a) or the notice pursuant to subdivision (h)
of Section 1110 was mailed to the shareholder.
   (c) The demand shall state the number and class of the shares held
of record by the shareholder which the shareholder demands that the
corporation purchase and shall contain a statement of what the
shareholder claims to be the fair market value of those shares as
determined pursuant to subdivision (a) of Section 1300. The statement
of fair market value constitutes an offer by the shareholder to sell
the shares at that price.

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Last modified: March 17, 2014