reglab/housing_qa huggingface dataset:
CA Corp Code § 1160 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11.5 - Conversions|Section 1160.

1160.  (a) Notwithstanding any other provision of law, the Secretary of State shall charge an entity a fee not to exceed one hundred fifty dollars ($150) for its conversion made under this chapter.(b) This section shall become operative on January 1, 2005.(Repealed and added by Stats. 2002, Ch. 480, Sec. 6 (second text). Effective January 1, 2003. Section operative January 1, 2005, by its own provisions.)
CA Corp Code § 1200 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 12 - Reorganizations|Section 1200.

1200.  A reorganization (Section 181) or a share exchange tender offer (Section 183.5) shall be approved by the board of:(a) Each constituent corporation in a merger reorganization;(b) The acquiring corporation in an exchange reorganization;(c) The acquiring corporation and the corporation whose property and assets are acquired in a sale-of-assets reorganization;(d) The acquiring corporation in a share exchange tender offer (Section 183.5); and(e) The corporation in control of any constituent or acquiring domestic or foreign corporation or other business entity under subdivision (a), (b) or (c) and whose equity securities are issued, transferred, or exchanged in the reorganization (a “parent party”).(Amended by Stats. 1999, Ch. 437, Sec. 11. Effective January 1, 2000.)
CA Corp Code § 1201.5 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 12 - Reorganizations|Section 1201.5.

1201.5.  (a) The principal terms of a share exchange tender offer (Section 183. 5) shall be approved by the outstanding shares (Section 152) of each class of the corporation making the tender offer or whose shares are to be used in the tender offer, except as provided in subdivision (b) and except that (unless otherwise provided in the articles) no approval of any class of outstanding preferred shares of either corporation shall be required, if the rights, preferences, privileges, and restrictions granted to or imposed upon that class of shares remain unchanged. For the purpose of this subdivision, two classes of common shares differing only as to voting rights shall be considered as a single class of shares.(b) No approval of the outstanding shares (Section 152) is required by subdivision (a) in the case of any corporation if the corporation, or its shareholders immediately before the tender offer, or both, shall own (immediately after the completion of the share exchange proposed in the tender offer) equity securities, (other than any warrant or right to subscribe to or purchase the equity securities), of the corporation making the tender offer or of the corporation whose shares were used in the tender offer, possessing more than five-sixths of the voting power of either corporation. In making the determination of ownership by the shareholders of a corporation, immediately after the tender offer, of equity securities pursuant to the preceding sentence, equity securities which they owned immediately before the tender offer as shareholders of another party to the transaction shall be disregarded. For the purpose of this section only, the voting power of a corporation shall be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to vote but not assuming the exercise of any warrant or right to subscribe to, or purchase, shares.(Amended by Stats. 1990, Ch. 616, Sec. 2.)
CA Corp Code § 1202 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 12 - Reorganizations|Section 1202.

1202.  (a) In addition to the requirements of Section 1201, the principal terms of a merger reorganization shall be approved by all the outstanding shares of a corporation if the agreement of merger provides that all the outstanding shares of that corporation are canceled without consideration in the merger.(b) In addition to the requirements of Section 1201, if the terms of a merger reorganization or sale-of-assets reorganization provide that a class or series of preferred shares is to have distributed to it a lesser amount than would be required by applicable article provisions, the principal terms of the reorganization shall be approved by the same percentage of outstanding shares of that class or series which would be required to approve an amendment of the article provisions to provide for the distribution of that lesser amount.(c) If a parent party within the meaning of Section 1200 is a foreign corporation (other than a foreign corporation to which subdivision (a) of Section 2115 is applicable), any requirement or lack of a requirement for approval by the outstanding shares of the foreign corporation shall be based, not on the application of Sections 1200 and 1201, but on the application of the laws of the state or place of incorporation of the foreign corporation.(Added by Stats. 1988, Ch. 919, Sec. 7.)
CA Corp Code § 1301 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 13 - Dissenters Rights|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.(Amended by Stats. 2012, Ch. 473, Sec. 2. (AB 1680) Effective January 1, 2013.)
CA Corp Code § 1302 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 13 - Dissenters Rights|Section 1302.

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 1110 was mailed to the shareholder, the shareholder shall submit to the corporation at its principal office or at the office of any transfer agent thereof, (a) if the shares are certificated securities, the shareholder’s certificates representing any shares which the shareholder demands that the corporation purchase, to be stamped or endorsed with a statement that the shares are dissenting shares or to be exchanged for certificates of appropriate denomination so stamped or endorsed or (b) if the shares are uncertificated securities, written notice of the number of shares which the shareholder demands that the corporation purchase. Upon subsequent transfers of the dissenting shares on the books of the corporation, the new certificates, initial transaction statement, and other written statements issued therefor shall bear a like statement, together with the name of the original dissenting holder of the shares.(Amended by Stats. 2012, Ch. 473, Sec. 3. (AB 1680) Effective January 1, 2013.)
CA Corp Code § 1303 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 13 - Dissenters Rights|Section 1303.

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 entitled to the agreed price with interest thereon at the legal rate on judgments from the date of the agreement. Any agreements fixing the fair market value of any dissenting shares as between the corporation and the holders thereof shall be filed with the secretary of the corporation.(b) Subject to the provisions of Section 1306, payment of the fair market value of dissenting shares shall be made within 30 days after the amount thereof has been agreed or within 30 days after any statutory or contractual conditions to the reorganization are satisfied, whichever is later, and in the case of certificated securities, subject to surrender of the certificates therefor, unless provided otherwise by agreement.(Amended by Stats. 1986, Ch. 766, Sec. 24.)
CA Corp Code § 1304 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 13 - Dissenters Rights|Section 1304.

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 the shares, then the shareholder demanding purchase of such shares as dissenting shares or any interested corporation, within six months after the date on which notice of the approval by the outstanding shares (Section 152) or notice pursuant to subdivision (h) of Section 1110 was mailed to the shareholder, but not thereafter, may file a complaint in the superior court of the proper county praying the court to determine whether the shares are dissenting shares or the fair market value of the dissenting shares or both or may intervene in any action pending on such a complaint.(b) Two or more dissenting shareholders may join as plaintiffs or be joined as defendants in any such action and two or more such actions may be consolidated.(c) On the trial of the action, the court shall determine the issues. If the status of the shares as dissenting shares is in issue, the court shall first determine that issue. If the fair market value of the dissenting shares is in issue, the court shall determine, or shall appoint one or more impartial appraisers to determine, the fair market value of the shares.(Amended by Stats. 2012, Ch. 473, Sec. 4. (AB 1680) Effective January 1, 2013.)
CA Corp Code § 1305 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 13 - Dissenters Rights|Section 1305.

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 the court, the appraisers, or a majority of them, shall make and file a report in the office of the clerk of the court. Thereupon, on the motion of any party, the report shall be submitted to the court and considered on such evidence as the court considers relevant. If the court finds the report reasonable, the court may confirm it.(b) If a majority of the appraisers appointed fail to make and file a report within 10 days from the date of their appointment or within such further time as may be allowed by the court or the report is not confirmed by the court, the court shall determine the fair market value of the dissenting shares.(c) Subject to the provisions of Section 1306, judgment shall be rendered against the corporation for payment of an amount equal to the fair market value of each dissenting share multiplied by the number of dissenting shares which any dissenting shareholder who is a party, or who has intervened, is entitled to require the corporation to purchase, with interest thereon at the legal rate from the date on which judgment was entered.(d) Any such judgment shall be payable forthwith with respect to uncertificated securities and, with respect to certificated securities, only upon the endorsement and delivery to the corporation of the certificates for the shares described in the judgment. Any party may appeal from the judgment.(e) The costs of the action, including reasonable compensation to the appraisers to be fixed by the court, shall be assessed or apportioned as the court considers equitable, but, if the appraisal exceeds the price offered by the corporation, the corporation shall pay the costs (including in the discretion of the court attorneys’ fees, fees of expert witnesses and interest at the legal rate on judgments from the date of compliance with Sections 1300, 1301 and 1302 if the value awarded by the court for the shares is more than 125 percent of the price offered by the corporation under subdivision (a) of Section 1301).(Amended by Stats. 1986, Ch. 766, Sec. 25.)
CA Corp Code § 1306 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 13 - Dissenters Rights|Section 1306.

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 become creditors of the corporation for the amount thereof together with interest at the legal rate on judgments until the date of payment, but subordinate to all other creditors in any liquidation proceeding, such debt to be payable when permissible under the provisions of Chapter 5.(Repealed and added by Stats. 1975, Ch. 682.)
CA Corp Code § 1307 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 13 - Dissenters Rights|Section 1307.

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 152) and prior to payment for the shares by the corporation shall be credited against the total amount to be paid by the corporation therefor.(Repealed and added by Stats. 1975, Ch. 682.)
CA Corp Code § 1308 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 13 - Dissenters Rights|Section 1308.

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 fair market value of their shares is agreed upon or determined. A dissenting shareholder may not withdraw a demand for payment unless the corporation consents thereto.(Repealed and added by Stats. 1975, Ch. 682.)
CA Corp Code § 1309 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 13 - Dissenters Rights|Section 1309.

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 corporation to purchase their shares upon the happening of any of the following:(a) The corporation abandons the reorganization. Upon abandonment of the reorganization, the corporation shall pay on demand to any dissenting shareholder who has initiated proceedings in good faith under this chapter all necessary expenses incurred in such proceedings and reasonable attorneys’ fees.(b) The shares are transferred prior to their submission for endorsement in accordance with Section 1302 or are surrendered for conversion into shares of another class in accordance with the articles.(c) The dissenting shareholder and the corporation do not agree upon the status of the shares as dissenting shares or upon the purchase price of the shares, and neither files a complaint or intervenes in a pending action as provided in Section 1304, within six months after the date on which notice of the approval by the outstanding shares or notice pursuant to subdivision (h) of Section 1110 was mailed to the shareholder.(d) The dissenting shareholder, with the consent of the corporation, withdraws the shareholder’s demand for purchase of the dissenting shares.(Amended by Stats. 2012, Ch. 473, Sec. 5. (AB 1680) Effective January 1, 2013.)
CA Corp Code § 1310 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 13 - Dissenters Rights|Section 1310.

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 and 1305 shall be suspended until final determination of such litigation.(Repealed and added by Stats. 1975, Ch. 682.)
CA Corp Code § 1311 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 13 - Dissenters Rights|Section 1311.

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 respect to such shares in the event of a reorganization or merger.(Amended by Stats. 1988, Ch. 919, Sec. 8.)
CA Corp Code § 1312 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 13 - Dissenters Rights|Section 1312.

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 have any right at law or in equity to attack the validity of the reorganization or short-form merger, or to have the reorganization or short-form merger set aside or rescinded, except in an action to test whether the number of shares required to authorize or approve the reorganization have been legally voted in favor thereof; but any holder of shares of a class whose terms and provisions specifically set forth the amount to be paid in respect to them in the event of a reorganization or short-form merger is entitled to payment in accordance with those terms and provisions or, if the principal terms of the reorganization are approved pursuant to subdivision (b) of Section 1202, is entitled to payment in accordance with the terms and provisions of the approved reorganization.(b) If one of the parties to a reorganization or short-form merger is directly or indirectly controlled by, or under common control with, another party to the reorganization or short-form merger, subdivision (a) shall not apply to any shareholder of such party who has not demanded payment of cash for such shareholder’s shares pursuant to this chapter; but if the shareholder institutes any action to attack the validity of the reorganization or short-form merger or to have the reorganization or short-form merger set aside or rescinded, the shareholder shall not thereafter have any right to demand payment of cash for the shareholder’s shares pursuant to this chapter. The court in any action attacking the validity of the reorganization or short-form merger or to have the reorganization or short-form merger set aside or rescinded shall not restrain or enjoin the consummation of the transaction except upon 10 days’ prior notice to the corporation and upon a determination by the court that clearly no other remedy will adequately protect the complaining shareholder or the class of shareholders of which such shareholder is a member.(c) If one of the parties to a reorganization or short-form merger is directly or indirectly controlled by, or under common control with, another party to the reorganization or short-form merger, in any action to attack the validity of the reorganization or short-form merger or to have the reorganization or short-form merger set aside or rescinded, (1) a party to a reorganization or short-form merger which controls another party to the reorganization or short-form merger shall have the burden of proving that the transaction is just and reasonable as to the shareholders of the controlled party, and (2) a person who controls two or more parties to a reorganization shall have the burden of proving that the transaction is just and reasonable as to the shareholders of any party so controlled.(Amended by Stats. 1988, Ch. 919, Sec. 9.)
CA Corp Code § 1313 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 13 - Dissenters Rights|Section 1313.

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 chapter, in accordance with and to the extent provided in Section 1159.(Added by Stats. 2002, Ch. 480, Sec. 7. Effective January 1, 2003.)
CA Corp Code § 1400 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 14 - Bankruptcy Reorganizations and Arrangements|Section 1400.

1400.  (a) Any domestic corporation with respect to which a proceeding has been initiated under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations of corporations, has full power and authority to put into effect and carry out any plan of reorganization and the orders of the court or judge entered in such proceeding and may take any proceeding and do any act provided in the plan or directed by such orders, without further action by its board or shareholders. Such power and authority may be exercised and such proceedings and acts may be taken, as may be directed by such orders, by the trustee or trustees of such corporation appointed in the reorganization proceeding (or a majority thereof), or if none is appointed and acting, by officers of the corporation designated or a master or other representative appointed by the court or judge, with like effect as if exercised and taken by unanimous action of the board and shareholders of the corporation.(b) Such corporation may, in the manner provided in subdivision (a), but without limiting the generality or effect of subdivision (a), alter, amend or repeal its bylaws; constitute or reconstitute its board and name, constitute or appoint directors and officers in place of or in addition to all or some of the directors or officers then in office; amend its articles; make any change in its capital stock; make any other amendment, change, alteration or provision authorized by this division; be dissolved, transfer all or part of its assets or merge as permitted by this division, in which case, however, no shareholder shall have any statutory dissenter’s rights; change the location of its principal executive office or remove or appoint an agent to receive service of process; authorize and fix the terms, manner and conditions of the issuance of bonds, debentures or other obligations, whether or not convertible into shares of any class or bearing warrants or rights to purchase or subscribe to shares of any class; or lease its property and franchises to any corporation, if permitted by law.(Amended by Stats. 2009, Ch. 500, Sec. 15. (AB 1059) Effective January 1, 2010.)