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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.
CONCLUSION
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 March 19, Partner Brian Fischer served as a panelist for the Exit Planning Exchange Connecticut (XPX CT): Fairfield and Hartford Chapter joint event, "Fine Print – the Deal's Not Done Until the Paperwork is Finished."
On July 7, Michael Kaufman will participate as faculty on Strafford's 90-minute Q&A style webinar, "Contribution Agreements: Joint Liability and Rights of Contribution Under Loan Guaranties."
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.
VCV Digital Technology announced that it plans to become a publicly traded company via a business combination with Fortune Rise Acquisition Corporation (NASDAQ: FRLAW, FRLA and FRLAW), a special purpose acquisition corporation.
Day Pitney's Real Estate Team was recognized by the Philadelphia Business Journal with a first place win for "Best Industrial Deal Execution" for the firm's work on the King of Prussia Logistics Hub.
In March 2022, Day Pitney completed a transaction in which it represented Iridian Asset Management LLC, an asset management firm based in Westport, CT and its management team (collectively "Iridian"), in connection with the "management buyout" of its founding partners and the firm's asset management business.
Shant Chalian's arrival to Day Pitney was included in the Connecticut Law Tribune feature article, "Lateral Moves to Big Firms in Stamford Boost Corporate Investment Teams," which focuses on recent moves to Connecticut by corporate investment attorneys.
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This website may use cookies, pixel tags and other passive tracking technologies, including Google Analytics, to improve functionality and performance. For more information, see our Privacy Policy. By using our website, you are consenting to our use of these tracking technologies. You can alter the configuration of your browser to refuse to accept cookies, but if you do so, it is possible that some areas of web sites that use cookies will not function properly when you view them. To learn more about how to delete and manage cookies, refer to the support instructions for each browser (e.g., see AllAboutCookies.org). You may locate Google Analytics' currently available opt-outs for the web here.