California Codes

Cal. Corporations Code § 1312 (2026)

✓ current as of May 2026

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(a)No shareholder of a corporation who has a right under this chapter to demand payment of cash for the shares held by the shareholder shall have any right at law or in equity to attack the validity of the reorganization or short-form merger, or to have the reorganization or short-form merger set aside or rescinded, except in an action to test whether the number of shares required to authorize or approve the reorganization have been legally voted in favor thereof; but any holder of shares of a class whose terms and provisions specifically set forth the amount to be paid in respect to them in the event of a reorganization or short-form merger is entitled to payment in accordance with those terms and provisions or, if the principal terms of the reorganization are approved pursuant to subdivision (b) of Section 1202, is entitled to payment in accordance with the terms and provisions of the approved reorganization.

(b)If one of the parties to a reorganization or short-form merger is directly or indirectly controlled by, or under common control with, another party to the reorganization or short-form merger, subdivision (a) shall not apply to any shareholder of such party who has not demanded payment of cash for such shareholder’s shares pursuant to this chapter; but if the shareholder institutes any action to attack the validity of the reorganization or short-form merger or to have the reorganization or short-form merger set aside or rescinded, the shareholder shall not thereafter have any right to demand payment of cash for the shareholder’s shares pursuant to this chapter. The court in any action attacking the validity of the reorganization or short-form merger or to have the reorganization or short-form merger set aside or rescinded shall not restrain or enjoin the consummation of the transaction except upon 10 days’ prior notice to the corporation and upon a determination by the court that clearly no other remedy will adequately protect the complaining shareholder or the class of shareholders of which such shareholder is a member.

(c)If one of the parties to a reorganization or short-form merger is directly or indirectly controlled by, or under common control with, another party to the reorganization or short-form merger, in any action to attack the validity of the reorganization or short-form merger or to have the reorganization or short-form merger set aside or rescinded, (1) a party to a reorganization or short-form merger which controls another party to the reorganization or short-form merger shall have the burden of proving that the transaction is just and reasonable as to the shareholders of the controlled party, and (2) a person who controls two or more parties to a reorganization shall have the burden of proving that the transaction is just and reasonable as to the shareholders of any party so controlled.

Notes of Decisions

Cited in 7 cases (2 in the last 5 years), 1980–2025 · leading case: Steinberg v. Amplica, Inc., 729 P.2d 683 (Cal. 1986).

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Steinberg v. Amplica, Inc., 729 P.2d 683 (Cal. 1986). · cites it 2× “Corporations Code section 1312, subdivision (a) sets forth the rules regarding actions challenging the validity of a reorganization or merger.”

McMinn v. MBF Operating Acquisition Corp., 164 P.3d 41 (N.M. 2007). · cites it 2× “In so considering Steinberg’s interpretation of California’s “similarly worded” general exclusivity provision set forth in Cal. Corp.Code § 1312(a) (1990), the Court of Appeals was too dismissive of the fact that the California provision at issue in Steinberg would not have…”

John F. Meadows, & Est. of David J. Peterson v. Bicrodyne Corp. & Carpenter Tech. Corp., 785 F.2d 670 (9th Cir. 1986). “Cal.Corp.Code § 1312(a) & (b). V. Costs. The district court did not abuse its discretion in awarding Carpenter expert witness fees under Cal.”

McMinn v. MBF Operating, Inc., 133 P.3d 875 (N.M. Ct. App. 2006). “Despite these differences, the California court’s interpretation of the general exclusivity provision set forth in Cal.Corp.Code § 1312(a) (1990), see Steinberg, 233 Cal.”

Perl v. IU Int'l Corp., 607 P.2d 1036 (Haw. 1980). “Cal. Corp. Code § 1312 (a) states that: No shareholder of a corporation who has a right under this chapter to demand payment of cash for the shares held by the shareholder shall have any right at law or in equity to attack the validity of the reorganization or short-form merger,…”

Li v. Arcsoft, Inc. (9th Cir. 2025). · cites it 4× “ORDER In this case, we are asked to determine whether the appraisal requirements imposed by California Corporations Code § 1312(a) and the California Supreme Court’s decision in Steinberg v.”

Li v. Arcsoft, Inc. (N.D. Cal. 2024). “Defendants argued in their summary 22 judgment motion and in their pretrial filings that California Corporations Code section 1312 was a 23 complete bar to relief, because that statute limits relief to appraisal for former shareholders who 24 challenge buyouts after their…”

— Cal. Corporations Code § 1312(a) — 4 cases

McMinn v. MBF Operating Acquisition Corp., 164 P.3d 41 (N.M. 2007). “In so considering Steinberg’s interpretation of California’s “similarly worded” general exclusivity provision set forth in Cal. Corp.Code § 1312(a) (1990), the Court of Appeals was too dismissive of the fact that the California provision at issue in Steinberg would not have…”

Li v. Arcsoft, Inc. (9th Cir. 2025). “ORDER In this case, we are asked to determine whether the appraisal requirements imposed by California Corporations Code § 1312(a) and the California Supreme Court’s decision in Steinberg v.”

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