Traverso

MEMORANDUM **

Richard Traverso, dba Adco Outdoor Advertising, appeals from the dismissal of his action against Clear Channel Communications, Inc. See Fed.R.Civ.P. 12(b)(6). We affirm.

(1) We agree with the district court that Traverso has not properly pled that there was an actual or de facto merger of Eller Media Corporation (EMC) into Clear Channel, or a consolidation of EMC and Clear Channel. See Franklin v. USX Corp., 87 Cal.App.4th 615, 625-627 , 105 Cal.Rptr.2d 11, 17-19 (2001); Phillips v. Cooper Labs., Inc., 215 Cal.App.3d 1648, 1658-59 , 264 Cal.Rptr. 311, 316-17 (1989); Marks v. Minn. Mining & Mfg. Co., 187 Cal.App.3d 1429, 1435-36 , 232 Cal.Rptr. 594, 597-98 (1986); Treadaway v. Camellia Convalescent Hosps., Inc., 43 Cal.App.3d 189 , 193 n. 1, 118 Cal.Rptr. 341 , 343 n. 1 (1974). It is true that a merger 1 is a reorganization and that purchases of stock of one corporation by another one can also be a reorganization. See Cal. Corp.Code § 181. However, it does not logically follow that a stock purchase is a merger or a consolidation. Similarly, the purchase of the stock of a corporation does not give rise to application of California’s mere continuation theory. See…