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Most management actions are protected from judicial scrutiny by the business judgement rule: absent bad faith, fraud, or breach of a fiduciary duty, the judgement of the managers of a corporation is conclusive.
(1) A domestic corporation may merge into another entity if: (a) the board of directors of the domestic corporation adopts and its shareholders, if required by Section 16-10a-1103, approve the plan of merger; and (b) any other entity that plans to merge approves the plan of merger as provided by the statutes governing ...
16-10a-601 Authorized shares. All shares of a class shall have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by this section and Section 16-10a-602.
Definitions of stock issue. (corporation law) the authorization and delivery of shares of stock for sale to the public or the shares thus offered at a particular time. type of: issuance, issue, issuing. the act of providing an item for general use or for official purposes (usually in quantity)
Short Form Merger ? Certificate of Ownership California Corporations Code section 1110 allows the merger of a subsidiary corporation into the parent by a simplified procedure if the parent owns 100 percent of the outstanding shares of the subsidiary.
Right to dissent. A shareholder is entitled to dissent and obtain payment of the fair value of his shares in the event of any other corporate action to the extent the articles of incorporation, bylaws, or a resolution of the board of directors so provides.
An action for breach of any contract for sale must be commenced within four years after the cause of action has accrued. By the original agreement the parties may reduce the period of limitation to not less than one year but may not extend it.