Connecticut has adopted legislation to update the Connecticut Business Corporation Act, which governs stock corporations formed under Connecticut law. Public Act 10-35 (the "Act") was adopted as part of the ongoing process of keeping Connecticut's corporation statutes current with changes in the Model Business Corporation Act, the national model act that has been adopted in more than 30 states, including Connecticut.
The Act was signed by Governor Jodi Rell on May 10, 2010. It will become effective on October 1, 2010. Among other things, the Act provides the following:
The "force the vote" provisions would apply to mergers, share exchanges, asset sales, dissolutions and amendments to the corporation's certificate of incorporation. If the target is a Connecticut corporation, the "force the vote" clause will be expressly authorized by statute as of October 1.
Prior to the Act, awards of rights, options, warrants and other equity compensation required the approval of the board of directors, not designated officers.
The legislation was supported by the Business Law Section of the Connecticut Bar Association, which monitors business entity legislation in Connecticut, in light of the advantages of having a modern form of corporation statute with rules similar to those in other states.
Our corporate law attorneys would be pleased to discuss the impact of these amendments on your corporation.
On November 15, Scott Beach spoke at the Business Owners’ Journey Program sponsored by U.S. Trust in Boca Raton, Florida.
On June 17, David Swerdloff and Lane Watson will speak at the Exit Planning Exchange (XPX Connecticut) conference, on "Legal Documents - What are they and what do they mean?" in Norwalk, Connecticut. At the conference, Swerdloff and Watson will discuss in business terms what sellers of businesses can expect to find in their legal documents. Topics will include when to engage attorneys, letters of intent and purchase and sale agreements. Swerdloff organized the meeting as Program Chair of XPX Connecticut.
On June 7, R. Scott Beach spoke on a panel at a breakfast held by Private Asset Management at The Lambs Club in New York. The panel discussed planning a successful succession in private wealth management firms. Some of the topics they discussed included when a private wealth manager should start considering the succession options available to them; why the issue is often overlooked, and creating a culture to change this; options for private wealth managers such as in-house mentoring, selling a business, or passing it over to a new generation; the pitfalls and potential risks associated with merging or selling to another firm; and who to entrust with your book of business, and retaining client trust throughout the process.
On April 28, David Swerdloff will speak at a CitrinCooperman event "Preparing Your Business for Sale- The Time is Now," at the Fairview Country Club in Greenwich, Connecticut.
Eliza Fromberg was quoted in an article, "Introduction of Regulation Crowdfunding" in Financier Worldwide Magazine.
Jeffrey Clopeck was quoted in an article, "Almost-There Investors," in Banker & Tradesman. Clopeck discusses why the Securities and Exchange Commission’s (SEC) new equity crowdfunding rules are generating excitement among businesses. Clopeck says that until now most companies were only able to raise money through private placements with accredited investors. However, the new rules make it possible for small companies to include non-accredited investors in equity crowdfunding transactions.
David Swerdloff was quoted in an article, "Business Attorneys Praise New LLC Reform Law," in The Connecticut Law Tribune. In the article, Swerdloff discusses the significance of The Connecticut Uniform Limited Liability Company Act, which will go into effect July 1, 2017. He said the new law is important to small businesses that can't afford to hire lawyers to form LLCs. The new law will provide default rules allowing LLCs to form without adopting a written operating agreement. At the same time, it maintains the flexibility for business owners to contract for arrangements that meet their needs, Swerdloff said.
Eliza Fromberg was quoted in an article, "4 Things To Know As Equity Crowdfunding Rules Take Effect," in Law360.
Eliza Fromberg was quoted in an article, "JOBS Act's Lift Of Ad Ban Gains Traction With Small Cos.," in Law360. The article is about how the Jumpstart Our Business Startups Act's lifting of advertising bans for certain private placements is finally beginning to gain traction with issuers. Fromberg says she expects 506(c) offerings to pick up as methods of verifying accredited investors become more standard and the use of Internet platforms, which allow smaller companies to bypass intermediaries, become more accepted.