California Article 13 — Dissenters' Rights refers to an important provision within the California Corporations Code that offers protection and rights to shareholders who disagree or dissent with certain corporate actions taken by their corporation. This provision aims to safeguard the interests and investments of dissenting shareholders by granting them specific rights and options. Under California Article 13 — Dissenters' Rights, there are different types of dissenting scenarios in which shareholders can exercise their rights: 1. Dissenters' Rights in Mergers or Acquisitions: This type of dissenters' right applies when a corporation proposes a merger or acquisition transaction and a shareholder opposes it. In such cases, the dissenting shareholder has the option to petition the court to appraise the fair value of their shares rather than accepting the offered terms. This appraisal process helps protect the shareholder's investment by providing an objective assessment of the value of their shares. 2. Dissenters' Rights for Certain Reorganizations: Certain reorganization actions like consolidations, conversions, or exchanges may qualify for dissenters' rights. These provisions allow shareholders who dissent from these reorganization actions to have their shares appraised independently and receive fair compensation for their ownership interest rather than participating in the reorganization. 3. Dissenters' Rights in Certain Share Exchanges: When a shareholder faces a proposed share exchange where their shares are being converted into another class or series of shares, and they're not satisfied with the terms, California Article 13 grants them the right to dissent. Shareholders can exercise their dissenting rights, triggering an appraisal process, ensuring they receive fair compensation for the value of their shares. 4. Dissenters' Rights in Certain Conversions: In specific scenarios involving reorganizations such as converting one class or series of shares into another, dissenting shareholders have the right to have their shares appraised and receive appropriate compensation, protecting their investment from unfavorable conversions. In summary, California Article 13 — Dissenters' Rights provides shareholders in California with various protections when dissenting or disagreeing with specific corporate actions. These rights safeguard their investments and ensure they receive fair compensation for their shares through the appraisal process. Understanding and asserting these dissenters' rights is crucial for shareholders seeking to protect their financial interests and maintain control over their investments in California corporations.