California Corporations Code CHAPTER 13 - Dissenters’ Rights

• Section 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)...
• Section 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...
• Section 1302.
  Within 30 days after the date on which notice of the approval by the outstanding shares or the notice pursuant to subdivision (h) of Section...
• Section 1303.
  (a) If the corporation and the shareholder agree that the shares are dissenting shares and agree upon the price of the shares, the dissenting shareholder is...
• Section 1304.
  (a) If the corporation denies that the shares are dissenting shares, or the corporation and the shareholder fail to agree upon the fair market value of...
• Section 1305.
  (a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per share. Within the time fixed by...
• Section 1306.
  To the extent that the provisions of Chapter 5 prevent the payment to any holders of dissenting shares of their fair market value, they shall...
• Section 1307.
  Cash dividends declared and paid by the corporation upon the dissenting shares after the date of approval of the reorganization by the outstanding shares (Section...
• Section 1308.
  Except as expressly limited in this chapter, holders of dissenting shares continue to have all the rights and privileges incident to their shares, until the...
• Section 1309.
  Dissenting shares lose their status as dissenting shares and the holders thereof cease to be dissenting shareholders and cease to be entitled to require the...
• Section 1310.
  If litigation is instituted to test the sufficiency or regularity of the votes of the shareholders in authorizing a reorganization, any proceedings under Sections 1304...
• Section 1311.
  This chapter, except Section 1312, does not apply to classes of shares whose terms and provisions specifically set forth the amount to be paid in...
• Section 1312.
  (a) No shareholder of a corporation who has a right under this chapter to demand payment of cash for the shares held by the shareholder shall...
• Section 1313.
  A conversion pursuant to Chapter 11.5 (commencing with Section 1150) shall be deemed to constitute a reorganization for purposes of applying the provisions of this...

Last modified: October 22, 2018