Jay for Petitioners and Respondents.įor the fourth time an appellate court is called upon to resolve a dispute concerning the Gilliland Testamentary Trust (the Trust), fn. Wolfe, Ball, Hunt, Hart, Brown & Baerwitz, Joseph A. Dicker, Meserve, Mumper & Hughes and Peter A. AMERICAN HEART ASSOCIATION et al., Objectors and Appellants UNION BANK, as Co-trustee, etc., et al., Petitioners and Respondents, v.
See also When a Sale of Assets is not a "Sale-of-Assets Reorganization".Estate of ELSINORE MACHRIS GILLILAND, Deceased. The Ahmanson case predates the current General Corporation Law which largely moots the discussion by defining a "reorganization" to include a sale-of-assets reorganization. 3d 93, 117 (1969), Justice Roger Traynor noted that "J udicial protection has also been afforded the shareholder who is the victim of a "de-facto merger" to which he objects" (citing Farris v.
The second involves whether shareholders of the selling corporation will enjoy voting and dissenters rights in an asset sale transaction.
The first, as described above, imposes a selling corporation's debts and liabilities on a successor corporation in an asset sale transaction. Professor Bainbridge in his post tags me with the question of whether California recognizes de facto merger outside the successor liability context.Īs an initial matter, it must be understood that there are at least two applications of the de facto merger doctrine. Yesterday, Professor Stephen Bainbridge noted that California has applied the de facto merger doctrine to an asset purchase transaction to hold the acquiring corporation liable for tort liabilities of the selling corporation.
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