Chapter 9 - Merger and Purchase or Sale of Business

California Corporations Code — §§ 28600-28604

Sections (5)

§ 28600

Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.

For purposes of this chapter:

(a)“Acquiring licensee” means either of the following:

(1)In the case of a merger, the licensee that is the surviving company.

(2)In the case of a purchase or sale, the licensee that is the purchaser.

(b)“Disappearing company” has the meaning set forth in Section 165.

(c)“Surviving company” has the meaning set forth in Section 190.

§ 28601

Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.

No licensee shall merge with any other company unless either of the following apply:

(a)If the licensee is to be the surviving company, the merger is first approved by the commissioner.

(b)If the licensee is to be a disappearing company, the surviving company is a licensee and the merger is first approved by the commissioner.

§ 28602

Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.

No licensee shall purchase all or substantially all of the business of any other person unless the purchase is first approved by the commissioner.

§ 28603

Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.

No licensee shall sell all or substantially all of its business to any other person unless the other person is a licensee and the sale is first approved by the commissioner.

§ 28604

Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.

The commissioner shall approve an application for approval of a merger, purchase, or sale, only if, after notice and a hearing, the commissioner finds all of the following:

(a)That the merger, purchase, or sale will be safe and sound with respect to the acquiring licensee.

(b)That it is reasonable to believe that, upon consummation of the merger, purchase, or sale, the acquiring licensee will comply with all applicable provisions of this division and of any regulation or order issued under this division.

(c)That the merger, purchase, or sale will not be detrimental to the licensee or the accredited investors of the licensee, or the public convenience and advantage, or, if the merger, purchase, or sale would be detrimental to any of the foregoing, then it is necessary in the interests of the safety and soundness of any of the parties to it.