1. If Company A chooses the option of purchasing the assets of Company B, what approvals will be required from the directors, shareholders, or both, of Company A and Company B? What obligation would Company A have for the payment of the liabilities of Company B?
2. If Company A chooses the option of merging with Company B, what approvals will be required from the directors, shareholders, or both, of Company A and Company B? What obligation would Company A have for the payment of the liabilities of Company B?
3. If there is a merger of Company B into Company A, and a few shareholders of Company B oppose the merger, what rights might those shareholders exercise and how would they exercise those rights?
C)Using the material in the textbook Chapter 40 and the California statutes identified below, discuss the following questions fully, identifying issues raised, applicable law, and how the law should be applied to the facts presented.
Review the excerpt of the California Court of Appeals case Bezirdjian v. O’Reilly, reproduced as Extended Case 40.2 in Chapter 40 of the Business Law textbook and answer these questions:
1. What type of action did Bezirdjian bring and what steps was Bezirdjian required to take with Chevron before filing this action?
2. What is the Business Judgment Rule and how did the Court apply that rule in the Bezirdjian case?
3. Although this case involved Delaware law, if California Corporations Code § 309 had applied to this case, would the outcome of the case have been the same? Why or why not?
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