California 2013-2014 Regular Session Status: Enacted

AB 434 — Preferred shares: rights and preferences distributions.

Last action — Chaptered by Secretary of State - Chapter 38, Statutes of 2013.

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  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 15, 2013. 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 4 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 authorizes a corporation to issue one or more classes or series of shares, as specified, including designating a class or series of shares as "preferred," which are defined as shares other than common shares. Under existing law, a corporation may make a distribution to the corporation's shareholders only if certain conditions are met. Existing law prohibits a corporation from making a distribution to its shareholders unless the board of directors determines that either (1) the amount of retained earnings of the corporation immediately prior to the distribution equals or exceeds the sum of the amount of the proposed distribution plus the preferential dividends arrears amount, or (2) immediately after the distribution, the value of the corporation's assets would equal or exceed the sum of its total liabilities plus the preferential rights amount. Existing law defines "preferential dividends arrears" and "preferential rights amount" for these purposes. Existing law authorizes the rights, preferences, privileges, and restrictions imposed on a class or series of preferred shares to exclude specified provisions that would otherwise be required by law. This bill would also authorize the rights, preferences, privileges, and restrictions imposed on preferred shares to exclude specified rights to a preferential dividends arrears amount, preferential rights amount, or both, in a distribution to the corporation's junior shareholders.

Bill Text

Action History

  1. Chaptered by Secretary of State - Chapter 38, Statutes of 2013.

  2. Approved by the Governor.

  3. Enrolled and presented to the Governor at 1:30 p.m.

  4. In Assembly. Ordered to Engrossing and Enrolling.

  5. Read third time. Passed. Ordered to the Assembly. (Ayes 37. Noes 0. Page 1339.).

  6. Read second time. Ordered to consent calendar.

  7. From committee: Do pass. To consent calendar. (Ayes 8. Noes 0.) (June 5).

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

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

  10. Read third time. Passed. Ordered to the Senate. (Ayes 77. Noes 0. Page 1265.)

  11. Read second time. Ordered to consent calendar.

  12. From committee: Do pass. To consent calendar. (Ayes 12. Noes 0.) (April 29).

  13. In committee: Hearing postponed by committee.

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

  15. From printer. May be heard in committee March 21.

  16. Read first time. To print.

Sponsors

  • Hagman · Primary

Sponsorship breakdown

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1 sponsors · 0 co-sponsors · 121 not signed on

Sponsors (1)

  • Hagman

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

Consent Calendar 2nd

Passed 37 Yea · 0 Nay · 2 Other
Party YeaNayPresentNot Voting
Unaffiliated 34002
Democratic 3000
Total 37002
% of votes cast 95%0%0%5%
How each member voted (39)
Member Party Vote
Anderson — Yea
Beall — Yea
Hernandez — Yea
Lara — Yea
Lieu — Yea
Pavley — Not Voting
Torres — Yea
Corbett — Yea
Emmerson — Yea
Correa — Yea
DeSaulnier — Yea
Wyland — Yea
Cannella — Yea
Evans — Yea
Fuller — Yea
Hancock — Yea
De León — Yea
Hill — Yea
Hueso — Yea
Block — Yea
Huff — Yea
Knight — Yea
Leno — Yea
Liu — Yea
Monning — Yea
Nielsen — Yea
Price — Yea
Roth — Yea
Steinberg — Yea
Walters — Yea
Wolk — Yea
Wright — Yea
Galgiani — Yea
Yee — Yea
Beth Gaines — Yea
Bill Berryhill — Not Voting
Calderon, Lisa Democratic Yea
Jackson, Corey A. Democratic Yea
Padilla, Stephen C. Democratic Yea

Official roll call →

AB 434 HAGMAN Consent Calendar Second Day

Passed 77 Yea · 0 Nay · 2 Other
Party YeaNayPresentNot Voting
Unaffiliated 66002
Democratic 7000
Republican 4000
Total 77002
% of votes cast 97%0%0%3%
How each member voted (79)
Member Party Vote
Achadjian — Yea
Ammiano — Yea
Bloom — Yea
Blumenfield — Yea
Bradford — Yea
Brown — Yea
Buchanan — Yea
Maienschein — Yea
Mansoor — Yea
Nazarian — Yea
Pan — Yea
Rendon — Yea
Ting — Yea
Waldron — Yea
Wilk — Yea
Frazier — Yea
Stone — Yea
Gordon — Yea
Campos — Yea
Gorell — Yea
Hagman — Yea
Harkey — Yea
Chau — Yea
Linder — Yea
Chesbro — Yea
Bonilla — Yea
Logue — Yea
Medina — Yea
Melendez — Yea
Morrell — Yea
Mullin — Yea
Gray — Yea
Olsen — Yea
Mitchell — Yea
Bocanegra — Yea
John A. Pérez — Yea
Salas — Yea
Quirk — Yea
Lowenthal — Yea
Skinner — Yea
Atkins — Yea
Alejo — Yea
Bigelow — Yea
Chávez — Yea
Conway — Yea
Cooley — Yea
Daly — Yea
Dickinson — Yea
Donnelly — Yea
Eggman — Yea
Torres — Yea
Wagner — Yea
Weber — Yea
Wieckowski — Yea
Gatto — Yea
Holden — Not Voting
Jones-Sawyer — Yea
Levine — Yea
Nestande — Yea
Perea — Yea
Williams — Yea
Fox — Yea
Yamada — Yea
Gomez — Yea
Hall — Not Voting
Beth Gaines — Yea
Roger Hernández — Yea
V. Manuel Pérez — Yea
Allen, Benjamin Democratic Yea
Bonta, Mia Democratic Yea
Calderon, Lisa Democratic Yea
Fong, Mike Democratic Yea
Garcia, Robert Democratic Yea
Muratsuchi, Al Democratic Yea
Quirk-Silva, Sharon Democratic Yea
Dahle, Megan Republican Yea
Grove, Shannon Republican Yea
Jones, Brian W. Republican Yea
Patterson, Joe Republican Yea

Official roll call →

Do pass, to Consent Calendar.

Passed 12 Yea · 0 Nay
Party YeaNayPresentNot Voting
Unaffiliated 11000
Democratic 1000
Total 12000
% of votes cast 100%0%0%0%
How each member voted (12)
Member Party Vote
Achadjian — Yea
Blumenfield — Yea
Linder — Yea
Perea — Yea
Hagman — Yea
Morrell — Yea
Chau — Yea
Torres — Yea
Weber — Yea
Dickinson — Yea
Gatto — Yea
Bonta, Mia Democratic Yea

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 434 do?
Existing law authorizes a corporation to issue one or more classes or series of shares, as specified, including designating a class or series of shares as "preferred," which are defined as shares other than common shares. Under existing law, a corporation may make a distribution to the corporation's shareholders only if certain conditions are met. Existing law prohibits a corporation from making a distribution to its shareholders unless the board of directors determines that either (1) the amount of retained earnings of the corporation immediately prior to the distribution equals or exceeds the sum of the amount of the proposed distribution plus the preferential dividends arrears amount, or (2) immediately after the distribution, the value of the corporation's assets would equal or exceed the sum of its total liabilities plus the preferential rights amount. Existing law defines "preferential dividends arrears" and "preferential rights amount" for these purposes. Existing law authorizes the rights, preferences, privileges, and restrictions imposed on a class or series of preferred shares to exclude specified provisions that would otherwise be required by law. This bill would also authorize the rights, preferences, privileges, and restrictions imposed on preferred shares to exclude specified rights to a preferential dividends arrears amount, preferential rights amount, or both, in a distribution to the corporation's junior shareholders.
Who sponsors AB 434?
AB 434 is sponsored by Hagman.
What is the current status of AB 434?
This bill has been enacted into law. Introduced February 15, 2013. Enacted.
Where can I track AB 434?
Track AB 434 free on One Click Politics — get push/email alerts when it moves.

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