California 2011-2012 Regular Session Status: Enacted

AB 1680 — Dissenting shareholders' rights.

Last action — Chaptered by Secretary of State - Chapter 473, Statutes of 2012.

  1. ✓
    Introduced
  2. ✓
    In Committee
  3. ✓
    Passed Assembly
  4. ✓
    Passed Senate
  5. ✓
    To Executive
  6. 6
    Enacted

This bill has been enacted into law. Introduced February 14, 2012. Enacted.

Prognosis

Likely to advance 70% · moderate confidence

Where this bill stands today.

Odds of enactment

High

How often bills like it became law.

  • Enacted

    Current position in the legislative process.

  • 1 sponsor

    1 primary, 0 co-sponsors signed on.

  • Cleared a recorded vote

    Passed 6 recorded votes so far.

Prognosis reads this bill's own signals — stage, sponsorship breadth, committee status, recorded votes and cross-state momentum. Odds come from a model trained on which bills have become law.

Summary

Existing law, the General Corporation Law, provides for the formation and governance of general corporations, including the rights of shareholders of a corporation who dissent from approving a reorganization or short-form merger. Existing law provides that a holder of dissenting shares, as defined, who complies with certain procedures under specified circumstances is entitled to receive from the corporation the fair market value of the holder's shares, as defined, determined as of the day before the first announcement of the terms of the transaction. Existing law provides that holders of publicly traded shares are only eligible to receive the fair market value of their shares if demands for payment are filed with respect to 5% or more of the class of shares. Existing law requires that a corporation give specified notice to shareholders of a subsidiary corporation regarding a merger of the subsidiary corporation if all of the corporate shares of the subsidiary corporation are not owned by the parent corporation. This bill would provide that the fair market value of dissenting shares shall be determined as of the day of, and immediately prior to, the first announcement of the terms of the proposed transaction, subject to adjustment as specified. The bill would eliminate the provision making holders of publicly traded shares only eligible to receive the fair market value of their dissenting shares if 5% or more of the shares are dissenting shares. The bill would make conforming changes. The bill would require a dissenting shareholder who demands that the corporation purchase his or her shares to include a statement of what the shareholder claims is the fair market value of those shares and that statement would constitute an offer by the shareholder to sell the shares at that price. Existing law defines "dissenting shares" for purposes of these provisions to exclude publicly traded shares, except as specified. This bill would modify the definition of "dissenting shares" to include publicly traded shares for which the holder is entitled to anything except publicly traded shares of another corporation or cash in lieu of fractional shares, or a combination of those shares and that cash.

Bill Text

Action History

  1. Chaptered by Secretary of State - Chapter 473, Statutes of 2012.

  2. Approved by the Governor.

  3. Enrolled and presented to the Governor at 4:30 p.m.

  4. Senate amendments concurred in. To Engrossing and Enrolling. (Ayes 58. Noes 18. Page 6102.).

  5. In Assembly. Concurrence in Senate amendments pending. May be considered on or after August 22 pursuant to Assembly Rule 77.

  6. Read third time. Passed. Ordered to the Assembly. (Ayes 37. Noes 0. Page 4577.).

  7. Read second time. Ordered to third reading.

  8. Read third time and amended. Ordered to second reading.

  9. Read second time. Ordered to third reading.

  10. From committee: Do pass. (Ayes 6. Noes 0.) (June 20).

  11. Referred to Com. on B. & F.I.

  12. In Senate. Read first time. To Com. on RLS. for assignment.

  13. Read third time. Passed. Ordered to the Senate. (Ayes 49. Noes 23. Page 4781.)

  14. Read second time. Ordered to third reading.

  15. From committee: Do pass. (Ayes 7. Noes 2.) (May 8).

  16. From committee: Do pass and re-refer to Com. on JUD. (Ayes 9. Noes 3.) (April 16). Re-referred to Com. on JUD.

  17. Re-referred to Com. on B. & F.

  18. From committee chair, with author's amendments: Amend, and re-refer to Com. on B. & F. Read second time and amended.

  19. Re-referred to Com. on B. & F.

  20. From committee chair, with author's amendments: Amend, and re-refer to Com. on B. & F. Read second time and amended.

  21. Referred to Com. on B. & F.

  22. From printer. May be heard in committee March 16.

  23. Read first time. To print.

Sponsors

  • Wieckowski · Primary

Sponsorship breakdown

Export CSV (upgrade) →

1 sponsors · 0 co-sponsors · 121 not signed on · 4 voted No

Sponsors (1)

  • Wieckowski

Co-sponsors (0)

None.

Not signed on (121)

121 members have not signed on to this bill.

Show all 121 →

"Not signed on" means a member has not sponsored or co-sponsored this bill — it does not imply opposition. Members flagged Voted No have a recorded No vote on this bill.

Whip count is in markup. Polling the chamber and every recorded vote this session. Only the first open is slow. It’s instant for you after this. Calling the roll · Tallying · Engrossing

Votes

AB 1680 WIECKOWSKI Concurrence in Senate Amendments

Passed 58 Yea · 18 Nay · 4 Other
Party YeaNayPresentNot Voting
Unaffiliated 581603
Republican 0200
Democratic 0001
Total 581804
% of votes cast 73%23%0%5%
How each member voted (80)
Member Party Vote
Gordon — Yea
Hagman — Nay
Butler — Yea
Feuer — Yea
Carter — Yea
Fong — Yea
Alejo — Yea
Allen — Yea
Yamada — Yea
Fuentes — Yea
Galgiani — Yea
Garrick — Nay
Campos — Yea
Portantino — Yea
John A. Pérez — Yea
Mitchell — Yea
Gatto — Yea
Fletcher — Yea
Gorell — Not Voting
Halderman — Nay
Bonilla — Yea
Atkins — Yea
Hall — Yea
Hayashi — Yea
Hill — Yea
Hueso — Yea
Cedillo — Yea
Huffman — Yea
Knight — Nay
Beall — Yea
Block — Yea
Chesbro — Yea
Conway — Nay
Cook — Not Voting
Davis — Yea
Donnelly — Nay
Lara — Yea
Mendoza — Yea
Miller — Nay
Monning — Yea
Morrell — Nay
Nestande — Yea
Nielsen — Nay
Pan — Yea
Perea — Yea
Skinner — Yea
Smyth — Yea
Swanson — Yea
Torres — Yea
Wagner — Nay
Wieckowski — Yea
Achadjian — Yea
Ammiano — Yea
Blumenfield — Yea
Bradford — Yea
Brownley — Yea
Buchanan — Yea
Harkey — Nay
Huber — Yea
Jeffries — Yea
Logue — Nay
Ma — Yea
Mansoor — Nay
Norby — Nay
Olsen — Yea
Silva — Nay
Solorio — Yea
Valadao — Yea
Williams — Yea
Eng — Yea
Dickinson — Yea
Furutani — Yea
Beth Gaines — Nay
Bill Berryhill — Yea
Bonnie Lowenthal — Yea
Roger Hernández — Not Voting
V. Manuel Pérez — Yea
Calderon, Lisa Democratic Not Voting
Grove, Shannon Republican Nay
Jones, Brian W. Republican Nay

Official roll call →

3rd Reading AB1680 Wieckowski By Vargas

Passed 37 Yea · 0 Nay · 3 Other
Party YeaNayPresentNot Voting
Unaffiliated 35002
Republican 1000
Democratic 1001
Total 37003
% of votes cast 93%0%0%8%
How each member voted (40)
Member Party Vote
Hancock — Yea
Wyland — Yea
Harman — Yea
DeSaulnier — Yea
Hernandez — Yea
Runner — Yea
Lowenthal — Yea
De León — Yea
Anderson — Yea
Huff — Yea
Kehoe — Yea
Simitian — Yea
Wolk — Yea
Wright — Yea
Yee — Yea
Negrete McLeod — Yea
Rubio — Yea
Evans — Yea
Cannella — Yea
Corbett — Yea
Correa — Not Voting
Dutton — Yea
Lieu — Not Voting
Alquist — Yea
Blakeslee — Yea
Leno — Yea
Liu — Yea
Pavley — Yea
Price — Yea
Steinberg — Yea
Vargas — Yea
Walters — Yea
Emmerson — Yea
Fuller — Yea
Beth Gaines — Yea
Bill Berryhill — Yea
La Malfa — Yea
Calderon, Lisa Democratic Not Voting
Padilla, Stephen C. Democratic Yea
Strickland, Tony Republican Yea

Official roll call →

Do pass.

Passed 6 Yea · 0 Nay · 1 Other
Party YeaNayPresentNot Voting
Unaffiliated 5001
Democratic 1000
Total 6001
% of votes cast 86%0%0%14%
How each member voted (7)
Member Party Vote
Evans — Yea
Liu — Yea
Vargas — Yea
Blakeslee — Yea
Kehoe — Yea
Walters — Not Voting
Padilla, Stephen C. Democratic Yea

Official roll call →

AB 1680 WIECKOWSKI Assembly Third Reading

Passed 49 Yea · 23 Nay · 8 Other
Party YeaNayPresentNot Voting
Unaffiliated 492107
Republican 0200
Democratic 0001
Total 492308
% of votes cast 61%29%0%10%
How each member voted (80)
Member Party Vote
Fuentes — Yea
Galgiani — Yea
Gatto — Yea
Butler — Yea
Gordon — Yea
Fong — Yea
Hall — Yea
Allen — Yea
Hill — Yea
Portantino — Yea
John A. Pérez — Yea
Mitchell — Yea
Huber — Yea
Hueso — Yea
Huffman — Yea
Ma — Yea
Bonilla — Yea
Atkins — Yea
Beall — Yea
Block — Yea
Carter — Yea
Cedillo — Yea
Chesbro — Yea
Davis — Yea
Mendoza — Yea
Monning — Yea
Perea — Yea
Swanson — Yea
Williams — Yea
Yamada — Yea
Garrick — Nay
Fletcher — Not Voting
Gorell — Not Voting
Hagman — Nay
Halderman — Nay
Harkey — Nay
Knight — Nay
Logue — Nay
Conway — Nay
Cook — Not Voting
Donnelly — Nay
Miller — Nay
Morrell — Nay
Nestande — Nay
Norby — Nay
Olsen — Not Voting
Silva — Nay
Smyth — Nay
Valadao — Nay
Achadjian — Nay
Alejo — Yea
Ammiano — Yea
Blumenfield — Yea
Bradford — Yea
Brownley — Yea
Buchanan — Yea
Hayashi — Yea
Jeffries — Not Voting
Lara — Yea
Mansoor — Nay
Nielsen — Nay
Pan — Yea
Skinner — Yea
Solorio — Yea
Torres — Yea
Wagner — Nay
Wieckowski — Yea
Campos — Yea
Eng — Yea
Feuer — Yea
Dickinson — Yea
Furutani — Not Voting
Beth Gaines — Nay
Bill Berryhill — Nay
Bonnie Lowenthal — Yea
Roger Hernández — Yea
V. Manuel Pérez — Not Voting
Calderon, Lisa Democratic Not Voting
Grove, Shannon Republican Nay
Jones, Brian W. Republican Nay

Official roll call →

Do pass.

Passed 7 Yea · 2 Nay · 1 Other
Party YeaNayPresentNot Voting
Unaffiliated 7101
Republican 0100
Total 7201
% of votes cast 70%20%0%10%
How each member voted (10)
Member Party Vote
Gorell — Not Voting
Atkins — Yea
Feuer — Yea
Monning — Yea
Wagner — Nay
Huber — Yea
Wieckowski — Yea
Dickinson — Yea
Bonnie Lowenthal — Yea
Jones, Brian W. Republican Nay

Official roll call →

Subjects

finance
Cross-referencing the record. Reading this bill against every other bill in the corpus by meaning, not keywords. Only the first open is slow. It’s instant for you after this. Matching · Ranking · Engrossing

Frequently asked questions

What does AB 1680 do?
Existing law, the General Corporation Law, provides for the formation and governance of general corporations, including the rights of shareholders of a corporation who dissent from approving a reorganization or short-form merger. Existing law provides that a holder of dissenting shares, as defined, who complies with certain procedures under specified circumstances is entitled to receive from the corporation the fair market value of the holder's shares, as defined, determined as of the day before the first announcement of the terms of the transaction. Existing law provides that holders of publicly traded shares are only eligible to receive the fair market value of their shares if demands for payment are filed with respect to 5% or more of the class of shares. Existing law requires that a corporation give specified notice to shareholders of a subsidiary corporation regarding a merger of the subsidiary corporation if all of the corporate shares of the subsidiary corporation are not owned by the parent corporation. This bill would provide that the fair market value of dissenting shares shall be determined as of the day of, and immediately prior to, the first announcement of the terms of the proposed transaction, subject to adjustment as specified. The bill would eliminate the provision making holders of publicly traded shares only eligible to receive the fair market value of their dissenting shares if 5% or more of the shares are dissenting shares. The bill would make conforming changes. The bill would require a dissenting shareholder who demands that the corporation purchase his or her shares to include a statement of what the shareholder claims is the fair market value of those shares and that statement would constitute an offer by the shareholder to sell the shares at that price. Existing law defines "dissenting shares" for purposes of these provisions to exclude publicly traded shares, except as specified. This bill would modify the definition of "dissenting shares" to include publicly traded shares for which the holder is entitled to anything except publicly traded shares of another corporation or cash in lieu of fractional shares, or a combination of those shares and that cash.
Who sponsors AB 1680?
AB 1680 is sponsored by Wieckowski.
What is the current status of AB 1680?
This bill has been enacted into law. Introduced February 14, 2012. Enacted.
Where can I track AB 1680?
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