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.
Day Pitney LLP, together with the State of Israel and PDB FutureCom International, hosted a unique, invitation-only Startup Program for early-stage cybersecurity and analytics investors at the Cornell Club of New York.
David Waizer gave a presentation, "Select Legal Issues for Startups," at the Rutgers Business School Collaborative for Technology Entrepreneurship and Commercialization (CTEC).
On Thursday, May 18, Rick Harris moderated a panel, entitled "Scale-Ups up in Connecticut: Jump Starting Growth," which was put together by the MIT Enterprise Forum of Connecticut and by the CEO of JANUS Associates, Inc., an early Connecticut Innovations portfolio company.
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.
Day Pitney Press Release
On October 26, Day Pitney LLP hosted a program on entrepreneurship and innovation with the Consulate General of Israel to New England and the New England Israel Business Council at the firm's Boston office.
Day Pitney partners Michael Furey and David Waizer were recognized in the inaugural NJBIZ Vanguard Series: Leaders in the Law.
Peter Bilfield and Steven Gold were quoted in an article, "Day Pitney Lands 2 Corporate Finance Partners," published in Law360.
David Waizer was quoted in an article, Venture Capital Exec Returns To Day Pitney As Partner, published in Law360.