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Cross-entity mergers will be permitted in Connecticut pursuant to a "junction box" statute adopted by the Connecticut General Assembly on the last night of its session and signed by Governor Malloy on July 13. However, the law will not become effective until October 1, 2014, at the request of the Office of the Secretary of the State, to permit the upgrade of the office's computer system to accommodate this law and the other functions of the secretary of the state. The state may seek an interim software solution to permit the act to become effective more quickly.
The Connecticut Model Entity Transactions Act ("META") is based on a model act adopted by the American Bar Association and the National Conference of Commissioners on Uniform State Laws. META will permit the following:
Comprehensive legislation governing the above areas has become particularly desirable as new forms of entities such as limited liability companies, limited liability partnerships and limited liability limited partnerships have become more prevalent across the last three decades. While not impacting the tax consequences of a transaction, META will enhance the efficiency and flexibility of dissimilar entity transactions under Connecticut law.
Mark Sklarz, a partner in the Day Pitney LLP New Haven office, served as the chair of a Joint Committee of the Business Law and Tax Sections of the Connecticut Bar Association, which drafted the legislation. He provided testimony to advance the act through the legislative process.
Connecticut businesses will benefit from the clarity, efficiency and comprehensive structure of META. The current "patchwork authority" of the Connecticut statutes, which permit some cross-entity mergers but not others, and which allow some entity conversions but not others, has been confusing for business owners. META has been specifically designed to remedy these issues and will provide Connecticut with a best-practices statute to assist businesses of all sizes to compete in a favorable environment.
On February 20, Michael Rave and Michael Dunne spoke at FinXTech R.O.D.E., a conference presented by Autobooks, Bank Director and Microsoft and held at the Advanced Technology Development Center in Atlanta, GA.
On January 15, Brian Fischer spoke at "When Good Deals Go Bad – Pitfalls to Avoid During the Sale Process," an Exit Planning Exchange (XPX) program held at The Hartford Club in Hartford, CT.
October 24, 2019
Partners Edward Krzanowski, Tiana Gianopulos and Daniel Gottfried spoke at the 2019 Federal Tax Institute of New England, a CLE program presented by the Estates and Probate Section and the Tax Section of the Connecticut Bar Association and held in Portland, CT.
On January 27, Michael Rave will be speaking on "Public & Private Capital Raising: How To Fund Your Bank for Growth and/or Change" at Bank Director's annual conference, Acquire or Be Acquired, in Phoenix, AZ.
Brian Fischer spoke on "Defining Success from a Legal Perspective – How to Best Structure the Transaction to Meet the Owner's Objectives while Providing Significant Legal Protection," at an Exit Planning Exchange (XPX) Hartford program.
Lane Watson was featured in the Connecticut Law Tribune article "Goodbye Law Firm Retreats: New Executive Order Allows For Remote Annual Meetings During COVID-19 Crisis."
Hedge Fund Law Report covered Erik Bergman's move to Day Pitney's Stamford office in an article posted March 12.
Day Pitney LLP represented Pula Capital Management LP (Pula), a newly formed investment manager based in Virginia, in connection with (i) the acquisition of a minority ownership interest in Pula by Felton Group, LLC (Felton Group), and (ii) an investment by Felton Group in Pula Capital Fund, LP, a newly formed fund managed by Pula that intends to employ novel mathematical techniques and a proprietary, systematic predictive model to trade a diversified long-short portfolio of liquid U.S. equities.
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Firm Ranked Tier 1 Nationally for Energy Law and Trusts and Estates Law
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