SECTIONS 28600-28604 - California Statutes

CORPORATIONS CODE

SECTION 28600-28604

28600. 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. 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. 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. 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. 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.