Legal Question in Investment Law in California

My family owes shares of a private company in California. I believe they are common stock but they might be preferred, I can't remember. Anyway, the company was bought out by another company that I believe is also private. What rights do we have as shareholders in this transaction? We've been trying to recoup our investment for over ten years and would be elated if we could do that as a result of this buyout.

Asked on 10/31/13, 3:40 am

1 Answer from Attorneys

Bryan Whipple Bryan R. R. Whipple, Attorney at Law

First, transactions in which one company acquires another will fall into one or the other of two basic types: acquisition of assets or acquisition of stock. Within each type, there are variations, including whether all assets or stock are acquired, or just a majority; whether there is a merger (and if so whether it is "X into Y" or "X and Y into Z, a brand-new entity).

Next, the payment made by the acquiring company may have been cash, stock or both. If the deal was acquisition of stock, you should have received your pro-rata share of the cash or stock received. Often, you are required to take some action such as tendering your shares for exchange or redemption, and it's possible your family wasn't notified, couldn't be found, or failed to respond.

Your question refers to trying to recoup your investment for ten years. Was the buy-out ten years ago, or more recent? Do you have any evidence that the acquiring company is still in business? Doing well? Ten years is a long time in the life of a private business, and many things could have happened -- some favorable, many not.

I would start with a search of the records of the Secretary of State.......probably of California, but one or both of the companies may have been formed in another state. Some such records are available on line, others require submitting a request and waiting. Other obvious investigational leads would be the Internet, phone books, a visit to present and former addresses of the business and its officers, and so on. Don't know how much information you have, so not sure where one would begin.

Now, as to your specific rights. Assuming a California corporation, your rights may well be protected (and determined) by one or another statute(s). For example, Corporations Code section 1300 deals with the rights of dissenting shareholders in a merger. Corps. Code section 2007 deal with distribution of assets when a corporation is dissolved. There are several others which may come into play, depending upon the type of deal done and what has become of the compensation you presumably should have received, and why.

Please feel free to contact me with specifics (e.g., company names) if you'd like to pursue this further.

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Answered on 10/31/13, 10:33 am

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