Filed 12/7/20; See dissenting opinion

CERTIFIED FOR PUBLICATION

IN THE COURT OF APPEAL OF THE STATE OF CALIFORNIA

SECOND APPELLATE DISTRICT

DIVISION FIVE

JEFFREY PRANG, Los Angeles 

County Assessor,

Plaintiff and Respondent

v. 

LUIS A. AMEN et al., as Trustees, 

etc.,

Real Party in Interest and 

Appellant,

B298794

(Los Angeles County

Super. Ct. No. BS173698)

APPEAL from a judgment of the Superior Court of Los 

Angeles County, James C. Chalfant, Judge. Affirmed.

Greenberg Traurig, Colin W. Fraser and Cris O’Neal for 

Real Party in Interest and Appellant.

Lamb and Kawakami, Thomas G. Kelsh and Michael K. 

Slattery; Mary C. Wickham, County Counsel, Nicole Davis

Tinkham, Assistant County Counsel, and Richard Girgado, 

Deputy County Counsel for Petitioner and Respondent.

Ajalat, Polley, Ayoob & Matarese, Richard J. Ayoob, 

Christopher J. Matarese and Gregory R. Broege for Amicus 
2

Curiae Ajalat, Polley, Ayoob & Matarese.

California State Association of Counties and Jennifer B. 

Henning for Amicus Curiae California State Association of 

Counties and the California Assessors Association.

McDermott Will & Emery and Charles J. Moll, III, for 

Amicus Curiae Charles J. Moll III.

Xavier Becerra, Attorney General, Tamar Pachter, 

Assistant Attorney General, Karen W. Yiu and Heather B. 

Hoesterey, Deputy Attorneys General, for Amicus Curiae 

California State Board of Equalization.

__________________________

The Revenue and Taxation Code provides that a transfer of 

real property between legal entities triggers a reassessment of 

the property’s value for tax purposes. Importantly for this 

appeal, the code also contains an exception to this rule when the 

proportional ownership interests in real property of the 

transferor and transferee—”whether represented by stock” or 

another measure—remain the same after the transfer. This 

appeal raises the question of how we should interpret “stock” in 

the phrase “proportional ownership interests of the transferors 

and transferees, whether represented by stock, partnership 

interest, or otherwise, in each and every piece of real property 

transferred.” (Rev. & Tax. Code, § 62, subd. (a)(2).) Specifically, 

does “stock” refer only to voting stock or all classes of stock?

Appellants, the trustees of the Amen Family 1990 

Revocable Trust (Trust or Appellant), challenges respondent Los 
3

Angeles County Assessor’s (Assessor) reassessment of property 

the Trust received from a corporation that the Trust had partially 

owned.1 Although there were at least five owners of the stock of 

the transferor corporation (including the Trust) and the 

transferee was solely the Trust, the Trust contends the 

proportional ownership interest exception applied because it had 

owned all the voting stock in the corporation. In the Trust’s view, 

ownership interests in real property held by a corporation should 

be measured by voting stock alone, meaning that the Trust was 

the sole owner of the real property held by the corporation, and 

remained the sole owner after the corporation transferred that 

property to the Trust. The Assessor measured ownership in the 

real property held by the transferor corporation by all stock—

voting and non-voting.

According to the Trust, the term “stock” as used in Revenue 

& Taxation Code section 62, subdivision (a)(2) (section 62(a)(2)) 

should be interpreted to mean only voting stock.2 The Assessor 

argues “stock” in section 62(a)(2) means exactly what it says—

stock—and applies to all classes of stock, including for present 

purposes both voting and non-voting stock. Under this 

interpretation, the Assessor was right to reassess the property 

after the transfer because the proportional ownership interests, 

1 The State Board of Equalization (SBE) and others filed 

amicus curiae briefs at our invitation. Under California Rules of 

Court, rule 8.20(c)(6) we provided the parties with an opportunity 

to respond to the amicus arguments and each filed a 

supplemental brief.

2 All further statutory references are to the Revenue and 

Taxation Code.
4

as measured by all the stock of the transferor corporation, had 

changed. 

The trial court agreed with the Assessor and upheld the 

reassessment. We affirm.

FACTUAL AND PROCEDURAL BACKGROUND

Super A Foods, Inc. (the “Corporation”) held title to two 

pieces of real property (the “Property”) in Los Angeles. All of the

Corporation’s voting stock was issued to the Trust. The 

Corporation’s non-voting stock was issued to the Trust and 

several other individuals, including a company employee. 

On December 5, 2014, the Corporation transferred the 

Property to the Trust whose beneficiaries did not include the 

persons who had non-voting stock in the Corporation. The 

Assessor determined the transfer constituted a change of 

ownership from the Corporation to a separate entity, the Trust,

and reassessed the Property from approximately $5 million to 

$10 million. The Trust appealed the Assessor’s change-ofownership determination to the Assessment Appeals Board 

(Board). 

The Board reversed the reassessment, concluding that no 

change in ownership occurred when the Corporation transferred 

the Property to the Trust. The Board reasoned that only voting 

stock should be considered when analyzing whether the 

proportional ownership interest exclusion applies under section 

62(a)(2). As the Trust owned 100 percent of the voting stock of 

the transferor Corporation and the transferee was the Trust 

itself, the Board found that the transfer was excluded from 

reassessment under section 62(a)(2). 

The Assessor filed a petition for writ of administrative 

mandate in the trial court and sought to vacate the Board’s

decision. The Assessor argued that principles of statutory 
5

construction require that section 62(a)(2) be interpreted to 

measure ownership interest using both an entity’s voting and 

non-voting stock. The trial court agreed and granted the petition. 

The Trust timely appealed.

DISCUSSION

1. Standard of Review and Statutory Interpretation 

Principles

On appeal of a trial court’s ruling on a petition for writ of 

administrative mandate, we review de novo issues of statutory 

interpretation under Code of Civil Procedure section 1094.5. 

(Anserv Ins. Servs. v. Kelso (2000) 83 Cal.App.4th 197, 204.) The 

general principles that guide interpretation of a statutory scheme 

are well-settled. (Rudd v. California Casualty Gen. Ins. Co. 

(1990) 219 Cal.App.3d 948, 952.) “Our function is to ascertain 

the intent of the Legislature so as to effectuate the purpose of the 

law. [Citation.] To ascertain such intent, courts turn first to the 

words of the statute itself [citation], and seek to give the words 

employed by the Legislature their usual and ordinary meaning. 

[Citation.] When interpreting statutory language, we may 

neither insert language which has been omitted nor ignore 

language which has been inserted. [Citation.] The language 

must be construed in the context of the statutory framework as a 

whole, keeping in mind the policies and purposes of the statute 

[citation], and where possible the language should be read so as 

to conform to the spirit of the enactment. [Citation.]” (Ibid.)

2. Property Tax Reassessments

“In 1978 the voters adopted Proposition 13, which provides 

that until a change in ownership occurs real property may be 

taxed at no more than 1 percent of its 1975–1976 assessed value 

adjusted for inflation. When ownership changes, the property 

may be reassessed at its current market value.” (Pacific 
6

Southwest Realty Co. v. County of Los Angeles (1991) 1 Cal.4th 

155, 158–159 (Pacific Southwest Realty); 926 North Ardmore 

Ave., LLC v. County of Los Angeles (2017) 3 Cal.5th 319, 326 [a 

“change in ownership triggers reappraisal and reassessment for 

property tax purposes”].) “Because Proposition 13 did not 

explicate the meaning of ‘change in ownership’ [citations], it fell 

to the Legislature to define the phrase . . . .” (Pacific Southwest 

Realty, supra, pp. 160–161.) The Legislature did so by codifying 

the change-in-ownership test in Revenue and Taxation Code

section 60. (Id. at p. 161.) 

Section 60 defines a “change in ownership” as “a transfer of 

a present interest in real property, including the beneficial use 

thereof, the value of which is substantially equal to the value of 

the fee interest.” Section 62 lists various tax-exempt transfers as 

excluded from the definition of a change in ownership. 

At issue here is section 62(a)(2) which provides that a 

change of ownership does not include “any transfer . . . between 

legal entities . . . that results solely in a change in the method of 

holding title to the real property and in which proportional 

ownership interests of the transferors and transferees, whether 

represented by stock, partnership interest, or otherwise, in each 

and every piece of real property transferred remain the same 

after the transfer.”

3. Facially, the Plain Meaning of Section 62(a)(2) 

Proportionality is Measured by All Stock

In challenging the trial court’s ruling, the Trust argues the

plain meaning of “stock” should be disregarded. It contends

“stock” in section 62(a)(2) is ambiguous and, by applying various 

forms of statutory construction, “stock” should be interpreted to 

mean only voting stock. Construed in this fashion, the 

proportional ownership interests of the transferor (the 
7

Corporation) and the transferee (the Trust) remained the same 

after the transfer of the Property. The Trust owned all the voting 

stock in the Corporation and, as transferee, the Trust owned the 

property outright. Accordingly, the Trust argues that no change 

of ownership occurred when the Property was transferred, and 

the Property should not have been reassessed. 

a. The Common Meaning of Stock

The Assessor argues that the plain meaning of “stock” as 

used in section 62(a)(2) includes stock of every class, not just 

voting stock. The parties do not dispute that the commonly 

accepted and ordinary meaning of the term “stock” includes both 

voting and non-voting stock.3

b. The Trust’s Ambiguity Argument

In arguing that “stock” in section 62(a)(2) is ambiguous, the 

Trust relies on the principle that clear statutory language may be 

“rendered ambiguous when the language is read in light of the 

statute as a whole or in light of the overall legislative scheme.” 

(People v. Valencia (2017) 3 Cal.5th 347, 360.) According to the 

Trust, section 62(a)(2)’s use of the term “stock” is ambiguous 

because other provisions in the “statutory scheme” use “stock”

when referring to “voting stock.”

3 See entry for “Stock” in Black’s Law Dictionary (11th ed. 

2019) [defining the term and listing various kinds of stock, 

including voting and non-voting stock; other examples include 

common stock, preferred stock, and treasury stock].
8

The Trust posits several arguments to support its claim 

that, as a matter of statutory interpretation, “stock” in section 

62(a)(2) really means “voting stock.” We consider each.4

1. “Voting Stock” in the Statutory Scheme and 

Elsewhere in the Revenue & Taxation Code

Principal among the Trust’s various arguments is that 

section 64 and related sections of the Revenue & Taxation Code 

essentially use “stock” and “voting stock” interchangeably. So, 

the argument continues, “stock” in section 62(a)(2) means “voting 

stock.” A careful reading of the code sections on which the Trust

relies does not show the terms are interchangeable.

The Trust’s principal focus for this argument is on two 

subdivisions of section 64.5 Subdivision (b) of section 64 (section 

4 The trial court concluded that “stock” in section 62(a)(2) 

was not ambiguous but proceeded to consider the Trust’s other 

proposed statutory interpretation, as do we.

5 Section 64, subdivisions (a) through (c) provide in part, 

“(a) Except as provided in subdivision (i) of Section 61 and 

subdivisions (c) and (d) of this section, the purchase or transfer of 

ownership interests in legal entities, such as corporate stock or 

partnership or limited liability company interests, shall not be 

deemed to constitute a transfer of the real property of the legal 

entity. This subdivision is applicable to the purchase or transfer 

of ownership interests in a partnership without regard to 

whether it is a continuing or a dissolved partnership.

“(b) Any corporate reorganization, where all of the corporations 

involved are members of an affiliated group, and that qualifies as 

a reorganization under section 368 of the United States Internal 

Revenue Code and that is accepted as a nontaxable event by 

similar California statutes, or any transfer of real property 

among members of an affiliated group, or any reorganization of 
9

64(b)) provides that “any transfer of real property among 

members of an affiliated group . . . shall not be a change of 

ownership.” The subdivision then defines “affiliated group” as 

“one or more chains of corporation connected through stock

farm credit institutions pursuant to the federal Farm Credit Act 

of 1971 (Public Law 92-181), as amended, shall not be a change of 

ownership. The taxpayer shall furnish proof, under penalty of 

perjury, to the assessor that the transfer meets the requirements 

of this subdivision.

“For purposes of this subdivision, ‘affiliated group’ means 

one or more chains of corporations connected through stock 

ownership with a common parent corporation if both of the 

following conditions are met:

“(1) One hundred percent of the voting stock, exclusive of 

any share owned by directors, of each of the corporations, except 

the parent corporation, is owned by one or more of the other 

corporations.

“(2) The common parent corporation owns, directly, 100 

percent of the voting stock, exclusive of any shares owned by 

directors, of at least one of the other corporations.

“(c)(1) When a corporation, partnership, limited liability 

company, other legal entity, or any other person obtains control 

through direct or indirect ownership or control of more than 50 

percent of the voting stock of any corporation, or obtains a 

majority ownership interest in any partnership, limited liability 

company, or other legal entity through the purchase or transfer of 

corporate stock, partnership, or limited liability company 

interest, or ownership interests in other legal entities, including 

any purchase or transfer of 50 percent or less of the ownership 

interest through which control or a majority ownership interest is 

obtained, the purchase or transfer of that stock or other interest 

shall be a change of ownership of the real property owned by the 

corporation, partnership, limited liability company, or other legal 

entity in which the controlling interest is obtained.”
10

ownership with a common parent corporation if . . . (1) One 

hundred percent of the voting stock . . . is owned by one or more 

of the other corporations [and] (2) The common parent 

corporation owns, directly, 100 percent of the voting stock . . . .” 

(§ 64(b) (emphasis added).) The Trust argues that the “term 

‘stock’ in the first sentence here means voting stock, as the two 

numbered sentences make clear.”6 We do not read it that way. 

Rather, giving these words their “usual and ordinary” meaning as 

we must (see In re Alpine (1928) 203 Cal. 731, 736–737), this 

sentence is explained as follows: The Legislature has used a 

general term (stock) to explain the basic corporate relationship 

with the parent (e.g. not a partnership), followed by a more 

specific term (voting stock) to measure which type of stock 

qualifies for the exclusion. (See Marshall v. Pasadena Unified 

School Dist. (2004) 119 Cal.App.4th 1241, 1254.) In this context, 

voting stock is one of many classes of stock and is the one class 

that matters under section 64. It does not follow that “stock”

means “voting stock” in section 62(a)(2).

The Trust also cites to subdivision (c)(1) of section 64 

(section 64(c)(1)), which provides that “When a corporation . . . 

obtains control through direct or indirect ownership or control of 

more than 50 percent of the voting stock of any corporation . . . 

the purchase or transfer of that stock or other interest shall be a 

change of ownership . . . .” (Emphasis added.) The Trust argues 

that “voting stock” and “stock” are used interchangeably here. 

We see it differently—the use of the word “that” shows that the 

Legislature was referring to the prior use of “voting stock” in the 

sentence, using “that” in a grammatically correct manner. 

6 By “first sentence here,” we understand the Trust to mean 

“one or more chains of corporation connected through stock 

ownership with a common parent corporation.”
11

Nor do we find the different uses of “voting stock” in other 

parts of the Revenue and Taxation Code to mean that “stock” in 

section 62(a)(2) is “voting stock.” Each of the Code provisions 

cited by the Trust uses the specific term “voting stock,” not the 

more general term “stock.” This shows the Legislature knew how 

to refer to “voting stock” when defining “ownership interests,”

and deliberately chose a different test for section 62(a)(2) than for 

other types of transfers. (See § 64(c) [transfer of ownership 

interest in a legal entity], § 64(b) [transfer of real property among 

subsidiaries]; § 62.1 [transfer of mobile home park to nonprofit, 

stock cooperative, limited equity stock cooperative or other entity 

formed by tenants]; § 62.5 [transfer of floating home marina to 

nonprofit, stock cooperative, limited equity stock cooperative or 

other entity formed by tenants].

The Trust’s argument would carry more weight if the Code 

used “stock” infrequently, but “stock” is used repeatedly in the 

Code.7 That the Legislature regularly uses both “stock” and 

voting stock” in various parts of the Code undermines the Trust’s

argument that in section 62(a)(2), “stock” was only a stray 

misnomer of “voting stock.” To adopt the Trust’s argument would 

suggest that these terms are interchangeable throughout the 

Code, and would make “stock” or “voting stock” at times 

superfluous. (See Wells v. One2One Learning Foundation (2006) 

7 Numerous provisions in the Code use the term “stock”

(§§ 23361, 23804, 250105) while others use the term “voting 

stock” (§§ 62.1, 62.5, 2188.10). A search of the Code reveals that 

“stock” is used much more frequently than “voting stock.”
12

39 Cal.4th 1164, 1207 [“interpretations which render any part of 

a statute superfluous are to be avoided”].)8

2. “Voting Stock” in Property Tax Rule 462.240

The Trust also cites Property Tax Rule 462.240, subdivision 

(d) to support its “stock” means “voting stock” argument.9 As it 

did with section 64, the Trust again points out the regulation

uses “stock” and “voting stock” in the same sentence. (Cal. Code 

Regs., tit. 18, § 462.240.) Under this regulation, an employee 

benefit plan’s acquisition “of the stock of the employer 

corporation pursuant to which the employee benefit plan obtains 

. . . more than 50 percent of the voting stock” (emphasis added) of 

the corporation is not a change in ownership. This use of the two 

terms neither creates ambiguity nor proves that the words are 

equivalents. As in section 64, subdivision (b), the regulation 

employs a general term (stock) to describe a transaction that 

involves stock acquisition, and then employs a different and more 

8 Quite the contrary, section 23361 subdivision (a), for 

example, expressly distinguishes “stock” and “voting stock” in the 

statute’s last sentence: “Except in paragraph (c), ‘stock’ does not 

include nonvoting stock which is limited and preferred as to 

dividends.” (Emphasis added.) Stock has one meaning in 

paragraphs (a) and (b) and a different one in paragraph (c).

9 The regulations set forth in California Code of Regulations, 

title 18 are referred to as “property tax rules.” (Phillips 

Petroleum Co. v. County of Lake (1993) 15 Cal.App.4th 180, 189, 

fn. 7; CAT Partnership v. County of Santa Cruz (1998) 

63 Cal.App.4th 1071, 1077, fn. 4.) The rules of this subchapter 

“govern assessors when assessing, county boards of equalizations 

and assessment appeals boards when equalizing, and the State 

Board of Equalization, including all divisions of the property tax 

department.” (Cal. Code Regs., tit. 18, § 1.)
13

specific term (voting stock) to measure what type of stock 

transaction results in a change of ownership. We reject the 

Trust’s argument by applying one of the common statutory 

construction principles – the use of two different terms in a 

statute indicates a legislative intent to distinguish between the

terms. (See Campbell v. Zolin (1995) 33 Cal.App.4th 489, 497 

[“ordinarily, where the Legislature uses a different word or 

phrase in one part of a statute than it does in other sections or in 

a similar statute concerning a related subject, it must be 

presumed that the Legislature intended a different meaning.”].)10

c. The State Board of Equalization’s Ambiguity 

Argument 

Lastly, the Trust adopts the argument of amicus the State 

Board of Equalization that the term “stock” is ambiguous because 

there are many subcategories of stock. But the fact that there 

are subcategories of a general term does not show ambiguity; 

rather it confirms that the general term includes all the 

subcategories. The Code expressly identifies numerous 

subcategories of stock: voting stock (§ 64), non-voting stock 

(§ 23361), capital stock (§ 212), treasury stock (§ 24942), common 

stock (§ 23040.1), preferred stock (§ 23040.1), and qualified small 

business stock (§ 18038.4). The statutory references to these 

various classes of stock reaffirms our interpretation of “stock” in 

10 The parties and amici have directed our attention to 

several extrinsic sources such as the Assessor’s Handbook, 

Letters to the Assessor, and legal opinions of the State Board of 

Equalization. We agree with the trial court that these materials 

are not particularly helpful. None of the examples cited in these 

materials addresses the situation in which both voting and nonvoting stock are at play in determining ownership under section 

62(a)(2). 
14

section 62(a)(2) as meaning all classes of stock, not just voting 

stock. 11

11 The dissent expresses concern that our holding will open 

the “door to a patchwork, county-by-county system of differing 

assessment practices that is the opposite of what the Legislature 

intended.” (Dis. Opn., p. 3) To avoid that result, the dissent 

suggests that this court should interpret Tax and Revenue Code, 

section 62(a)(2) consistent with the construction given by State 

Board of Equalization (“Board”). The Board is charged with 

preparing and issuing “instructions to assessors designed to 

promote uniformity throughout the state and its local taxing 

jurisdictions in the assessment of property for the purposes of 

taxation.” (Gov. Code, § 15606, subd. (e).) The Board filed an 

amicus brief and stated that it interpreted “stock” in Tax and 

Revenue Code section 62(a)(2) as meaning voting stock. The 

California Assessors Association, a statewide association for 

assessors representing each of California’s 58 counties, also filed 

an amicus brief, taking the contrary position, namely that “stock”

means all stock. Ultimately, it is this court’s task to interpret the 

statute. “Courts must, in short, independently judge the text of 

the statute, taking into account and respecting the agency’s 

interpretation of its meaning, of course, whether embodied in a 

formal rule or less formal representation. Where the meaning 

and legal effect of a statute is the issue, an agency’s 

interpretation is one among several tools available to the court. 

Depending on the context, it may be helpful, enlightening, even 

convincing. It may sometimes be of little worth.” (Yamaha Corp.

of America v. State Bd. of Equalization (1998) 19 Cal.4th 1, 7–8.)

It remains to be seen whether our holding prompts the 

adoption of practices that avoid the dissent’s concern about 

patchwork interpretation of section 62(a)(2). If not, or for other 

reasons, the Legislature may step in.
15

4. The Trust’s Reliance on Section 64 Is Substantively

Misplaced

Implicit in many of the Trust’s arguments is that sections 

62 and 64 must be read together because they cover the same 

subject. That assumption does not hold up. The two statutes

address two different kinds of transactions: the former deals 

with the actual transfer of real property from one entity to 

another; the later deals with a change of ownership of the legal 

entity (a corporation) that owns real property. Because the two 

sections deal with different methods of changing property 

ownership, section 64’s rules relating to control of a corporation 

do not fit in the proportionality exclusion under section 62(a)(2).

This point is illustrated in section 64, subdivision (c)(1). 

When an entity obtains control of a corporation through its 

“ownership or control of more than 50 percent of the voting stock 

of [the] corporation,” (section 64(c)(1)), the new configuration of 

the corporation becomes a transferee owner of the corporate real 

property for reassessment purposes. The 50 percent demarcation 

apparently represents a legislative policy that, because shares of 

corporations are regularly traded, sales of less than 50 percent of 

the voting stock are legally not significant to justify

reassessment. 

The Trust’s argument that the Legislature meant “voting 

stock” when it used “stock” in section 62 similar to section 64

ignores that section 62 does not address sales of corporate stock

at all, but transfers of real property from one entity to another. 

Nothing in the record suggests that intrinsic in the nature of 

corporations is that voting stock must be the sole measure of 

transfers from a corporation to another form of ownership. 

Section 62(a)(2) looks at the proportional interests in real 

property of owners of the transferor and transferee entities, not a 
16

change in stock ownership.12 The Legislature reasonably could 

use stock or voting stock or other standards as its section 62(a)(2)

reassessment yardstick. It chose for corporations “stock,” even 

though, as we have seen, voting stock is used in other situations 

covered by the Revenue and Taxation Code. 

In the present case, the proportional ownership interests 

were not aligned before and after transfer. Before the transfer,

the corporation had at least five stockholders, namely several 

individuals and the Trust, all five having economic interests in 

the Property held by the corporation. After the transfer, the 

Trust owned the Property, and the individuals no longer had any 

ownership interest in the Property. The proportional ownership

interests of the transferor and transferee were different. 

5. The “Primary Economic Value” test in Section 60 also 

Supports that all Stock Is Considered in Applying 

Section 62(a)(2) 

Finally, the Assessor correctly observes that section 

62(a)(2) must be read in light of section 60, which provides, “A 

‘change in ownership’ means a transfer of a present interest in 

real property, including the beneficial use thereof, the value of 

which is substantially equal to the value of the fee interest.”

Under section 60, there is a change in ownership of real 

property when there is “(1) a transfer of a present interest in real 

property, (2) including the beneficial use thereof, (3) the value of 

which is substantially equal to the value of the fee interest.” 

(Pacific Southwest Realty, supra, 1 Cal.4th at p. 162.) As 

explained by the Pacific Southwest Realty court, the “Legislature 

intended to find a change in ownership when the primary 

12 Section 64 does not use the “proportional ownership 

interests” standard. 
17

economic value of the land is transferred from one person or 

entity to another.” (Id. at p. 167.)

The “beneficial use” inquiry in whether or not there has 

been a change of ownership under section 60 asks who has an

economic interest in a parcel of real estate, not the nature of the 

ownership interests in the entity that owns the real property. 

Here, the Corporation’s Articles of Incorporation state, “[E]xcept 

with respect to all voting rights being vested exclusively in the 

holder of the Voting Common Shares, as herein provided, the 

Voting Common Stock and the Nonvoting Common Stock shall be 

equal in all other respects including but not limited to, dividend 

and liquidation rights.” By express provision, at a minimum both

voting and non-voting stockholders had “dividend and 

liquidation” rights, meaning both had economic interests in the 

Corporation.13 After the transfer, non-voting stockholders had no 

interest in the Trust and had lost their previous economic 

interest in the real property. The economic value of the 

properties had been transferred from the non-voting stockholders

to the voting stockholders, resulting in a change in ownership 

under section 60 and one not excluded under section 62(a)(2).

13 The trial court also found that non-voting stockholders had 

economic interests in the Corporation. “The non-voting 

shareholders own between .09% and 1.7% of the [Corporation’s] 

stock. The Assessor appraised the Property at $10,280,000. It is 

not inconceivable that, upon liquidation of the [Corporation], a 

1/7% [sic] shareholder may receive a significant portion of this 

amount.” Using the trial court’s findings, the non-voting 

stockholders would be entitled to between $92,520 and $174,760 

if the Corporation had sold the property.
18

DISPOSITION

The judgment is affirmed. Each party is to bear its own 

costs on appeal.

RUBIN, P. J.

I CONCUR:

MOOR, J.
Jeffrey Prang, as County Assessor, etc. v. Luis Amen, as Trustee, 

etc. et al.

B298794

BAKER, J., Dissenting

Resolving an issue of statewide importance, the majority 

opinion authorizes the Assessor in Los Angeles County to 

reassess real property in a manner inconsistent with the 

considered legal view of the State Board of Equalization (the 

Board)—the entity responsible for promulgating property tax 

assessment regulations and for instructing county assessors on 

correct property tax assessment methods. (Gov. Code, § 15606, 

subd. (c); see also Gov. Code, § 15606, subd. (e) [directing the 

Board to “[p]repare and issue instructions to assessors designed 

to promote uniformity throughout the state and its local taxing 

jurisdictions in the assessment of property for the purposes of 

taxation”].) As a matter of statutory interpretation and of 

implementing agency deference (Steinhart v. County of Los 

Angeles (2010) 47 Cal.4th 1298, 1322; Hoechst Celanese Corp. v. 

Franchise Tax Bd. (2001) 25 Cal.4th 508, 524-525; SHC Half 

Moon Bay, LLC v. County of San Mateo (2014) 226 Cal.App.4th 

471, 485), the majority opinion reaches the wrong result.

In regulations interpreting related statutes (see, e.g., Rev. 

& Tax. Code, § 64, subd. (d); Cal. Code Regs., tit. 18, § 462.180) 

and in guidance issued to county assessors that discusses 

Revenue and Taxation Code section 62, subdivision (a)(2) (Section 

62(a)(2)), the Board has interpreted the term “stock” to mean

voting stock. That interpretation should be given great weight, 
2

and I see no good reason to deviate from it. As the Board 

persuasively explains in the amicus briefing this court invited, its 

interpretation of “stock” harmonizes Section 62(a)(2) with 

pertinent portions of the statutory scheme implementing 

Proposition 13. As the Board elaborates: “If Section 62(a)(2) 

means ‘all stock,’ the exclusion under Section 62(a)(2) would be 

measured under one standard—all stock—but under a different 

standard—voting stock—to measure when the exclusion ends 

under [Revenue and Taxation Code] Section 64(d).” Reading 

“stock” in Section 62(a)(2) to mean voting stock also avoids 

significant administrative difficulties because, as the Board again 

explains, “evaluat[ing] the proportional ownership interests of 

voting stock is relatively straightforward and readily 

ascertainable” while “[a]ssessing whether or not the ‘proportional 

ownership interests of the transferors and transferees’ remained 

the same [for all stock shares] would necessitate an evaluation of 

all the different classes and types of stock and their attendant 

rights, having to assign what may amount to random percentages 

of ownership to particular classes of stock since . . . owners of 

corporations have no specific right to any corporate real 

property.”

The majority’s oversimplified interpretive approach (the 

statute just says “stock,” so that means any sort of stock) fails to 

harmonize the statutory scheme, and that is an analytical flaw. 

Analytical vulnerabilities, however, are the least of the opinion’s 

problems; the deleterious practical consequences of today’s 

holding are the real concern. The Legislature has stated a 

preference for uniformity in the administration of property tax 

assessment practices throughout the state—with the Board 

specifically charged with achieving that end. (Gov. Code, 

§ 15606, subd. (e).) The majority nonetheless permits the Los 
3

Angeles County Assessor to disregard the Board’s instructions 

and expertise, thereby opening the door to a patchwork, countyby-county system of differing reassessment methods that is the 

opposite of what the Legislature intended. Not only that, 

decisions about how to structure an untold number of property 

transactions and legal entity relationships in Los Angeles County 

have almost certainly been informed by the Board’s longstanding 

guidance regarding Section 62(a)(2) and related statutes. The 

majority upends these reliance interests with unpredictable and, 

at least in some cases, unfair consequences.

Let us therefore hope today’s decision is not the last word 

on the meaning of Section 62(a)(2). For now, I respectfully 

dissent.

BAKER, J.