Greetings to all and Happy Spring!
Most of the legislative activity in the last month appears to be responses, again, to the U. S. Supreme Court Decision in Citizens United v. Federal Election Commission, which seems to have captured the attention of law makers at all levels throughout the country.
In other matters, the U. S. Senate is considering the “Corporate Executive Accountability Act of 2010.” At the State level, Nebraska has passed LB 791 allowing for electronic filing of documents with the Office of the Secretary of State and Virginia has passed SB 100 bringing the Virginia Stock Corporation Act more in line with the Model Business Corporation Act.
Robert K. Rowell
General Counsel
Federal Legislation
HB 4644
To amend the Federal Election Campaign Act of 1971 to prohibit a corporation from making any independent expenditure or disbursing funds for any electioneering communication without obtaining the prior approval of a majority of its shareholders and for other purposes.
Full Text
Current Bill Status: February 22, 2010, referred to House Committee on House Administration.
HB 4678
To require foreign manufacturers of products imported into the United States to establish registered agents in the United States who are authorized to accept service of process against such manufacturers and for other purposes.
Full Text
Current Bill Status: February 24, 2010, referred to the Committee on Energy and Commerce, and in addition to the Committees on Ways and Means and Agriculture, for a period to be subsequently determined by the Speaker, in each case for consideration of such provisions as fall within the jurisdiction of the committee concerned.
HB 4729
To clarify the situations in which a corporation may be treated as a person under Federal law.
Full Text
Current Bill Status: March 2, 2010, referred to the Committee on House Administration, and in addition to the Committee on the Judiciary, for a period to be subsequently determined by the Speaker, in each case for consideration of such provisions as fall within the jurisdiction of the committee concerned.
SB 2954
A bill to amend the Federal Election Campaign Act of 1971 to apply the ban on contributions and expenditures by foreign nationals to domestic corporations which are owned or controlled by foreign principals.
Full Text
Current Bill Status: January 26, 2010, referred to Committee on Rules and Administration.
SB 3004
A bill to require notification to and prior approval by shareholders of certain political expenditures by publicly traded companies and for other purposes
Full Text
Current Bill Status: February 4, 2010, Committee on Banking, Housing, and Urban Affairs.
SB 3049
Corporate Executive Accountability Act of 2010. A bill to give shareholders a vote on executive pay, to hold executives accountable for failure or fraud, to structure executive pay to encourage the long-term viability of companies and for other purposes.
Full Text
Current Bill Status: February 26, 2010, read twice and referred to the Committee on Banking, Housing and Urban Affairs.
Alabama
HB 573
Under existing law, a domestic insurer may maintain its principal place of business outside of this state if it maintains a complete duplicate set of records and keeps an office in this state managed by one or more officers of the insurer in this state. This bill would delete these requirements and would specify that suitable and customary records be kept and made available to the Commissioner of Insurance at its offices outside the state.
Full Text
Current Bill Status: February 16, 2010, in Banking and Insurance Committee.
SB 432
The current Alabama trademark statute was enacted in 1980 and last amended in 1988. This bill would revise the current law to redefine terms; would provide for renewal of registration of a mark; would adopt the U.S. Patent and Trademark Office classifications of goods and services; would provide additional remedies when dilution of a mark occurs; would increase the damages for a trademark violation; and would allow reasonable attorney fees.
Full Text
Current Bill Status: March 11, 2010, in Judiciary Committee.
Alaska
HB 359/SB 285
An Act providing that for-profit corporations and limited liability companies organized in this state are not persons for purposes of influencing the outcomes of public office elections, initiatives, referendums or recalls.
Full Text
Current Bill Status: February 19, 2010, introduced.
SB 304
An Act adopting the Alaska Entity Transactions Act; relating to changing the form of entities, including corporations, partnerships, limited liability companies, business trusts and other organizations; amending Rule 79, Alaska Rules of Civil Procedure, and Rules 602(b)(2), 602(c), and 605.5, Alaska Rules of Appellate Procedure; and providing for an effective date.
Full Text
Current Bill Status: March 8, 2010, introduced.
Connecticut
HB 5375
To make revisions concerning the timing and manner of the filing of annual reports and other documents with the Secretary of the State by domestic and foreign corporations, limited partnerships, limited liability companies, limited liability partnerships and statutory trusts.
Full Text
Current Bill Status: February 25, 2010, referred to Joint Committee on Judiciary.
Illinois
HB 6501
Amends the Limited Liability Company Act. Makes a technical change in a Section concerning service of process on a foreign limited liability company.
Full Text
Current Bill Status: March 10, 2010, set on calendar for Second Reading.
Maryland
HB 1087
Requiring a business entity that publishes or distributes campaign material and that is a subsidiary of a foreign-owned business entity to state prominently in the authority line on the campaign material in 1-inch font the country where the foreign-owned business entity is located.
Full Text
Current Bill Status: February 22, 2010, in Ways and Means Committee.
SB 570/HB 986
Prohibiting a corporation from publishing or distributing campaign material in the State unless the campaign material is true, the board of directors has determined that the expenditure of funds is in the best interests of the corporation, and the content of the campaign material and the expenditure of funds has been approved by the stockholders by a specified vote; authorizing a direct stockholder action for an alleged violation of the Act; etc.
Full Text
Current Bill Status: February 10, 2010, in Judicial Proceedings Committee.
SB 688/HB 972
Maryland General Corporation Law. Altering the manner in which specified charter documents of specified business entities must be executed by authorizing specified officers, agents, and persons to sign, acknowledge, witness, and attest the documents and to verify specified matters and facts; clarifying that a corporation may provide by its charter that holders of one or more classes or series of stock have specified voting rights, etc.
Full Text
Current Bill Status: February 12, 2010, in Judicial Proceedings Committee.
SB 690/HB1009
Authorizing a corporation to elect to be a specified B (for-benefit) corporation by amending or including in the charter of the corporation a statement that the corporation is a B corporation; requiring the election to be approved by the stockholders in a specified manner; authorizing a corporation to terminate status as a B corporation in a specified manner; requiring that clear reference to the fact that a corporation is a B corporation appear prominently in a specified charter document, etc.
Full Text
Current Bill Status: February 10, 2010, in Judicial Proceedings Committee.
SB 773
Repealing the State income tax on corporations; and terminating the Act at the end of December 31, 2013.
Full Text
Current Bill Status: February 24, 2010, in Budget and Taxation Committee.
SB 784/HB 971
Clarifying and revising the Maryland Business Trust Act and renaming it to be the Maryland Statutory Trust Act; providing that a use of a specified designation or statement in a specified certificate of trust or governing instrument does not create a specified presumption or inference; clarifying that a statutory trust has specified general powers, etc.
Full Text
Current Bill Status: February 12, 2010, in Judicial Proceedings Committee.
Minnesota
HB 3025
Organization and operation of business corporations, nonprofit corporations and limited liability companies regulated; consistent law provided relating to registered agents and offices of business entities; and prohibition repealed against certain business names.
Full Text
Current Bill Status: March 8, 2010, in Civil Justice Committee.
Nebraska
LB 791
Provide for the electronic filing of certain documents with the Secretary of State.
Full Text
Current Bill Status: March 3, 2010, approved by Governor.
New Jersey
HB 2360/S 168
An Act regulating wholly-owned insurance subsidiaries and supplementing Title 17 of the Revised Statutes.
Full Text
Current Bill Status: February 25, 2010, introduced, referred to Assembly Financial Institutions and Insurance Committee.
NJ 2420/S 895
An Act concerning certain actions taken by shareholders without a meeting and amending N.J.S.14A:5-6. Eliminates 10-day advance notification of proposed effective date of certain shareholder action.
Full Text
Current Bill Status: March 15, 2010, passed both Houses.
New York
AB 9948
Establishes the corporate political activity accountability to shareholders act which requires that corporate contributions to a political candidate or party committee or in support or opposition to a candidate or ballot referendum be approved by a majority of shareholders; applies to cooperative corporations, not-for-profit corporations, railroad and transportation corporations.
Full Text
Current Bill Status: March 9, 2010, in Election Law Committee.
Tennessee
HB 3952/SB 3652
Corporations, For Profit - As introduced, increases the total limit of obligations of certain corporations from 10 times the amount of their paid-in capital and surplus to 15 times the amount of their paid-in capital and surplus. - Amends TCA Title 48.
Full Text
Current Bill Status: March 10, 2010, in House Judicial Subcommittee on Civil Practice & Procedure.
SB 3815
Business Organizations - As introduced, creates an additional exception to the general rule that the name of a corporation or limited partnership (LP) must be distinguishable upon the records of the secretary of state from the name of another business.
Full Text
Current Bill Status: March 16, 2010, in House Judicial Committee.
Virginia
SB 100
Virginia Stock Corporation Act. Conforms provisions of the Virginia Stock Corporation Act to revisions to the Model Business Corporation Act prepared by the Business Law Section of the American Bar Association, and makes several clarifying revisions. Elements of the measure include (i) expanding provisions governing the electronic transmission of notices and other communications; (ii) providing that notice to a shareholder that is sent by U.S. mail is effective upon deposit in the U.S. Mail; currently, such mailings to shareholders are effective five days after mailing; (iii) authorizing corporate officers to make equity compensation awards; (iv) confirming shareholders' authority to adopt proxy access and proxy expense reimbursement bylaws; (v) permitting a board of directors to establish separate record dates for determining shareholders entitled to notices of, and to vote at, meetings; (vi) allowing shareholders to participate remotely in shareholders meetings; (vii) addressing the authority of a circuit court to resolve disputes relating to a vote by shareholders; (viii) repealing the existing provision that limits the power of the board of directors to alter the board's size to an amount not greater than 30 percent of its existing size; (ix) confirming the authority of a board of directors to require the corporation to provide indemnity, including advancement and reimbursement; (x) authorizing a corporation to obligate itself to provide indemnification, and advance funds to pay for or reimburse expenses, in advance of the act or omission giving rise to a proceeding; (xi) requiring class voting by affected classes with respect to mergers, unless otherwise provided in the articles of incorporation; and (xii) requiring that the articles of merger in a parent-subsidiary merger recite the Code section under which the merger is being effected.
Full Text
Current Bill Status: March 6, 2010, having passes is signed by Senate President.
West Virginia
HB 4636
Relating to the process of incorporation, and clarifying the requirements of that process.
Full Text
Current Bill Status: February 22, 2010, in House Judicial Committee.
SB 692
A Bill to amend and reenact §31D-1-150 of the Code of West Virginia, 1931, as amended; to amend said code by adding thereto two new sections, designated §31D-7-740 and §31D-7-741; to amend said code by adding thereto a new section, designated §31D-8-834; and to amend said code by adding thereto a new section, designated §31D-16-1621, all relating to corporate political accountability; definitions; requiring annual authorization and approval by a majority of shareholders for corporations spending an aggregate of $10,000 or more for political activities; providing for director liability for spending without proper authorization; and disclosure of corporate political activities to shareholders, Secretary of State and the public.
Full Text
Current Bill Status: February 22, 2010, in House Judicial Committee.
SB 696
A Bill to amend and reenact §47B-10-1 and §47B-10-4 of the Code of West Virginia, 1931, as amended, all relating generally to limited liability partnerships; updating registration requirements; establishing procedures for and consequences of administrative dissolution and reinstatement; and setting notice requirements and appellate options with regard to administrative decisions on dissolution and reinstatement.
Full Text
Current Bill Status: March 13, 2010, awaiting Governor’s action.
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