Are Share Exchange Tender Offers Limited Only To Acquisitions Of California Corporations?
Recent posts have been discussing California's regulation of "share exchange tender offers". Corporations Code Section 183.5 defines a "share exchange tender offer" as:
"any acquisition by one corporation in exchange in whole or in part for its equity securities (or the equity securities of a corporation which is in control of the acquiring corporation) of shares of another corporation, other than an exchange reorganization (subdivision (b) of Section 181)."
Note that the definition refers to the acquisition of "shares of another corporation". This short phrase uses two defined terms - "shares" (Section 184) and "corporation" (Section 162). The latter is defined to refer to, unless otherwise expressly provided, a corporation organized under the General Corporation Law or subject to the GCL pursuant to Section 102(a). Section 181(b) in contrast refers to the acquisition of the "equity securities of another domestic corporation, foreign corporation, or other business entity". Although I suspect that the legislature may not have truly understood what it was doing, the use of defined terms in these two related statutes should not be ignored.