Must An Officer’s Certificate Always State That The Board Approval?

Recently, I was looking at the form of  Officer’s Certificate of Approval of Agreement of Merger on the Secretary of State’s website.  Paragraph 2 of the form states:

“The principal terms of the Agreement of Merger in the form attached were duly approved by the board of directors and by the shareholders of the corporation by a vote that equaled or exceeded the vote required.”

Corporations Code Section 1103 provides that after approval of a merger by the […]

By | June 3rd, 2022 ||

Transforming M&A – The Lasting Impact Of COVID-19 And The CARES Act

Our M&A Master Class Series has been thoughtfully designed to highlight critical topics and legal implications throughout the life cycle of a transaction. We look forward to continuing this important dialogue through events and other communications in 2021.

Today’s mergers and acquisitions environment has grown significantly more complex based on the influence of novel events in 2020, most notably, the Coronavirus (COVID-19) and the Coronavirus Aid, Relief, and Economic Security Act (CARES Act). As a […]

By | December 3rd, 2020 ||

What Are My Exit Options As A Public Benefit Corporation?

n our March 25, 2019 article for VC Experts, “Can I Raise Venture Capital as a Public Benefit Corporation?” we described society’s rising expectation that corporations, large and small, should generate positive social impact alongside profits.1 More than a year and half later—in the face of a global pandemic, unprecedented economic downturn and a heightened focus on defeating systemic inequality—this trend has only accelerated. Executives and boards are making business decisions not just for the benefit […]

By | December 3rd, 2020 ||