Connecticut has adopted legislation to update the Connecticut Business Corporation Act, which governs stock corporations formed under Connecticut law (the "amendments"). Public Act 11-147 was signed by Governor Malloy on July 8, 2011, and will become effective on October 1, 2011. The amendments were supported by the Business Law Section of the Connecticut Bar Association, which monitors business entity legislation in Connecticut. Among other things, the amendments provide the following:
The amendments address empty voting by permitting corporations to establish a second, later record date for determining who may vote at a shareholders meeting. The likelihood that voting shareholders would hold stock at the time of a shareholders meeting would increase by adoption of a second record date for voting.
Electronic communications with a shareholder are allowed if the shareholder consents and if the electronic transmission allows the shareholder to determine the transmission date and the sender's authorization to forward the communication. Shareholder consent may be revoked upon notice to the person to whom the consent was delivered. Consent will be deemed revoked if the corporation cannot deliver two consecutive electronic transmissions, and the failed deliveries become known to the person responsible for the giving of notice. The amendments include substantial additional detail on electronic transmission of documents.
With the passing of the amendments, now may be a good time for Connecticut corporations to revisit their corporate bylaws to determine whether any changes are required to reflect current law and best practices. Our corporate law attorneys would be pleased to discuss the impact of the amendments on your corporation.
Day Pitney Real Estate Partner Daniel Diaz Leyva was featured in Tampa Bay Business & Wealth article, "Shopping Center at Tyrone Square Mall Sells for $37.8 Million."
Day Pitney Real Estate Partner Daniel Diaz Leyva was featured in The Star News Today article, "Shopping Center at Tyrone Square Mall Sells for $37.8 Million."
The promotion of Day Pitney's Kelly J. Cole to Chief Financial Officer was featured in the Connecticut Law Tribune's Connecticut Movers column.
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Day Pitney Real Estate Partner Daniel Diaz Leyva was featured in The St. Pete Catalyst article, "Tyrone Square Mall Retail Center Sells in $37M+ Deal." Diaz Leyva facilitated the closing of a $16.5 million acquisition loan in connection with the sale.
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Day Pitney Litigation Partner Mark A. Romance authored an article with Victor Garrido (Dumont) titled, "Back to Work in Person – Evolution or Revolution?" for the International Trademark Association.
Day Pitney Energy Partner Sebastian M. Lombardi was elected President of the Northeast Chapter of the Energy Bar Association (EBA).
The promotion of Day Pitney's Kelly J. Cole to Chief Financial Officer was featured in the Law360 article, "Day Pitney Promotes Director of Finance to CFO."