Corp. Code, § 3400 · Chapter 10. Reorganizations
Corp. Code, § 3400
Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
A reorganization or a share exchange tender offer shall be approved by the board of all of the following:
(a) Each constituent social purpose corporation in a merger reorganization.
(b) The acquiring social purpose corporation in an exchange reorganization.
(c) The acquiring social purpose corporation and the social purpose corporation whose property and assets are acquired in a sale-of-assets reorganization.
(d) The acquiring social purpose corporation in a share exchange tender offer.
(e) The social purpose corporation in control of any constituent or acquiring domestic or foreign social purpose corporation or other business entity under subdivision (a), (b), or (c) and whose equity securities are issued, transferred, or exchanged in the reorganization, hereafter a “parent party.”
Notes and commentary — not statutory text
History
Amended by Stats. 2014, Ch. 694, Sec. 62. (SB 1301) Effective January 1, 2015.
Source of truth
- Edition
- As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
- Official file
- https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=3400.
- Text hash
- sha256 9f0a2b30b0f965ca3b50b1e479b8145c7f4d2041663f168663b87bb2d2a891fd
- Composed by
- compose_ca.py 2026-10-22: the Legislative Counsel's CAML content files read by a tokenizer (caml_readers.reader_a); an independent xml.etree reading (caml_readers.reader_b) agrees on every section
Cited by 1 provision
Provisions in this library whose text cites Corp. Code, § 3400. Each shows the citation as that text prints it.
Corporations Code
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.