2011 California Code
Corporations Code
TITLE 1. CORPORATIONS [100 - 14551]
CHAPTER 1. General Provisions and Definitions
Section 2511
Reorganization means a merger reorganization, an exchange reorganization, or a sale of assets reorganization.
(a) Merger reorganization means a merger pursuant to Chapter 11 (commencing with Section 1100) of Division 1 and Chapter 8 (commencing with Section 3200), of this division, other than a short-form merger.
(b) Exchange reorganization means the acquisition by one domestic flexible purpose corporation, foreign flexible purpose corporation, or other business entity in exchange, in whole or in part, for its equity securities, or the equity securities of a domestic flexible purpose corporation, a foreign flexible purpose corporation, or an other business entity that is in control of the acquiring entity, of equity securities of another domestic flexible purpose corporation, foreign flexible purpose corporation, or other business entity if, immediately after the acquisition, the acquiring entity has control of the other entity.
(c) Sale-of-assets reorganization means the acquisition by one domestic flexible purpose corporation, foreign flexible purpose corporation, or other business entity in exchange in whole or in part for its equity securities, or the equity securities of a domestic flexible purpose corporation, a foreign flexible purpose corporation, or an other business entity that is in control of the acquiring entity, or for its debt securities, or debt securities of a domestic flexible purpose corporation, foreign flexible purpose corporation, or other business entity that is in control of the acquiring entity, that are not adequately secured and that have a maturity date in excess of five years after the consummation of the reorganization, or both, of all or substantially all of the assets of another domestic flexible purpose corporation, foreign flexible purpose corporation, or other business entity.
(Added by Stats. 2011, Ch. 740, Sec. 12. Effective January 1, 2012.)
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