Company A and Company B are both California corporations. Assume that Company A wishes to expand its operations and has identified Company B as a potential target to accomplish its expansion. The management of Company A is considering two options – the first, a purchase of the assets of Company B, and the second, a merger with Company B.
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?