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 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.
Michael Rave will be speaking at Acquire or Be Acquired, an annual conference presented by Bank Director magazine being held in Phoenix from January 28 – 30.
On January 19, Michael Rave will be speaking at the Economic Leadership Forum, presented by the New Jersey Bankers Association.
Stephen Ziobrowski and Andrew Wogman authored the article "Challenges of Selling an S Corporation," which was published by Law360.
Gary Betensky and Michael Napoleone were featured in a profile, "Day Pitney LLP: Firm Expands to Better Serve South Florida Clients," published in the March issue of The Boca Raton Observer magazine.
Mike Rave was quoted in an analysis article, "Reg Rollbacks Seen As Bit Player In $28B BB&T-SunTrust Deal," published by Law360.
Jed Davis was quoted in an article, "Marriott Hack Shows Risks Of Lax Cyber Diligence In Mergers," published by Law360.
Day Pitney Press Release
Day Pitney Press Release