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NRAI Compliance Updates - September,
2004
Greetings,
Despite August being a slow month for legislation, you should find some items of interest below. The California Bar Associations ethics opinion regarding counsel and the requirements of disclosure under the Sarbanes-Oxley Act is important for corporate counsel and practitioners.
Also, several bills became law in late August in some important jurisdictions.
As always, your comments by email are always interesting and appreciated.
Rob Rowell
General Counsel
California
Bar Ethics Alert
The California State Bar has issued an ethics alert on its web site. To Quote “The Part 205 Rules have created an ethical conundrum for California attorneys as portions of the Part 205 Rules seemingly conflict with our statutory duty to protect confidential client information.” While this applies only to California it is an issue all attorneys should be familiar with.
Full text available at: http://www.calbar.ca.gov/calbar/pdfs/SEC-ethics-alert.pdf
State News and Active Legislation
California
HB 1000
Corporations: Disclosure Statement
An act to amend Sections 1502 and 2117 of, and to add Sections 1502.1 and 2117.1 to, the Corporations Code, and to amend Section 12186 of the Government Code, relating to corporations, and declaring the urgency thereof, to take effect immediately.
Full Text available at: http://www.assembly.ca.gov/acs/acsframeset2text.htm and searching for Bill 1000.
Bill History:
Aug. 20: Enrolled and to the Governor at 2:15 p.m.
Aug. 16: Senate amendments concurred in. To enrollment. (Ayes 79. Noes 0. Page 7150.)
Aug. 10: In Assembly. Concurrence in Senate amendments pending. May be considered on or after August 12 pursuant to Assembly Rule 77.
Aug. 10: Read third time. Urgency clause adopted. Passed and to Assembly. (Ayes 37. Noes 0. Page 4859.)
Aug. 9: Read second time. To third reading.
Aug. 5: From committee: Be placed on second reading file pursuant to Senate Rule 28.8.
July 29: In committee: Hearing postponed by committee.
July 27: From committee chair, with author's amendments: Amend, and re-refer to committee. Read second time, amended, and re-referred to Com. on APPR.
July 19: From committee chair, with author's amendments: Amend, and re-refer to committee. Read second time, amended, and re-referred to Com. on APPR.
June 23: From committee: Do pass, and re-refer to Com. on APPR. Re-referred. (Ayes 7. Noes 0.).
June 21: From committee chair, with author's amendments: Amend, and re-refer to committee. Read second time, amended, and re-referred to Com. on JUD.
June 8: In committee: Set, first hearing. Testimony taken. Hearing canceled at request of author.
June 2: From committee chair, with author's amendments: Amend, and re-refer to committee. Read second time, amended, and re-referred to Com. on JUD.
Feb. 17: Referred to Com. on JUD.
Jan. 29: In Senate. Read first time. To Com. on RLS. for assignment.
Jan. 29: Read third time. Urgency clause adopted. Passed and to Senate. (Ayes 79. Noes 0. Page 4392.)
Jan. 22: From committee: Do pass. To Consent Calendar. (January 21). Read second time. To Consent Calendar.
Jan. 15: Re-referred to Com. on APPR.
Jan. 14: Read second time and amended.
Jan. 13: From committee: Amend, do pass as amended, and re-refer to Com. on APPR. (Ayes 9. Noes 0.) (January 12).
Jan. 5: From committee chair, with author's amendments: Amend, and re-refer to Com. on B. & F. Read second time and amended. Re-referred to Com. on B. & F. 2003
Apr. 22: Re-referred to Com. on B. & F. In committee: Set, first hearing. Hearing canceled at the request of author.
Apr. 21: From committee chair, with author's amendments: Amend, and re-refer to Com. on B. & F. Read second time and amended.
Mar. 6: Referred to Com. on B. & F.
Feb. 21: From printer. May be heard in committee March 23.
Feb. 20: Read first time. To print.
HB 1274
Foreign corporations and financial institutions: production of records. This bill would specify that a foreign corporation's irrevocable consent to service of process includes service of search warrants in addition to those already specified for information concerning applications or accounts in the name of a victim of identity theft. This bill would also state that the irrevocable consent to service of process for all these specified means of gathering records extends to records located both inside and outside of the state.
In addition, this bill would explicitly permit the same means of serving a foreign corporation as are authorized in the provisions authorizing special communications warrants to apply to any search warrant for identity theft records.
Full Text available at: : http://www.assembly.ca.gov/acs/acsframeset2text.htm and searching for Bill 1274.
Bill History:
Aug. 27: Enrolled and to the Governor at 4:30 p.m.
Aug. 18: Senate amendments concurred in. To enrollment. (Ayes 79. Noes 0. Page 7297.)
Aug. 16: In Assembly. Concurrence in Senate amendments pending. May be considered on or after August 18 pursuant to Assembly Rule 77.
Aug. 16: Read third time, passed, and to Assembly. (Ayes 21. Noes 13. Page 4957.)
Aug. 12: Read second time. To third reading.
Aug. 11: Read third time, amended. To second reading.
Aug. 10: Read third time, passage refused in Senate. (Ayes 24. Noes 10. Page 4869.) Motion to reconsider made by Senator Florez. Reconsideration granted. (Page 4882.)
July 27: Read second time. To third reading.
July 26: Read third time, amended. To second reading.
June 17: Read second time and amended. Ordered to third reading.
June 16: From committee: Amend, and do pass as amended. (Ayes 4. Noes 1.).
June 10: From committee chair, with author's amendments: Amend, and re-refer to committee. Read second time, amended, and re-referred to Com. on JUD. 2003
Aug. 18: In committee: Hearing postponed by committee.
July 28: In committee: Hearing postponed by committee.
July 17: Joint Rule 61(a)(9) suspended. (Ayes 36. Noes 0. Page 1861.)
July 14: From committee: Do pass, and re-refer to Com. on JUD. Re-referred. (Ayes 6. Noes 3.).
June 11: In committee: Testimony taken. Hearing postponed by Committee.
May 29: Referred to Coms. on B., C. & I. T. and JUD.
May 15: In Senate. Read first time. To Com. on RLS. for assignment.
May 15: Read third time, passed, and to Senate. (Ayes 76. Noes 0. Page 1709.)
May 8: Read second time. To Consent Calendar.
May 7: From committee: Do pass. To Consent Calendar. (May 6).
Apr. 22: From committee: Do pass, and re-refer to Com. on JUD. with recommendation: To Consent Calendar. Re-referred. (Ayes 12. Noes 0.) (April 21).
Mar. 24: Referred to Coms. on B. & F. and JUD.
Mar. 19: From printer. May be heard in committee April 18.
Mar. 18: Read first time. To print.
HB 2752
This bill would require a publicly traded domestic corporation or foreign corporation, as defined, to file a copy of its corporate election procedures with the Secretary of State, and to make them available to a shareholder upon a written request from the shareholder to the corporation's investor relations department
Full Text available at: : ttp://www.assembly.ca.gov/acs/acsframeset2text.htm and searching for Bill 2752.
Bill History:
Sept. 7: Enrolled and to the Governor at 2:30 p.m.
Aug. 25: Senate amendments concurred in. To enrollment. (Ayes 54. Noes 24. Page 7674.)
Aug. 19: In Assembly. Concurrence in Senate amendments pending. May be considered on or after August 21 pursuant to Assembly Rule 77.
Aug. 19: Read third time, passed, and to Assembly. (Ayes 21. Noes 14. Page 5112.)
Aug. 18: Read second time. To third reading.
Aug. 17: Read third time, amended. To second reading.
Aug. 9: Read second time. To third reading.
Aug. 5: From committee: Be placed on second reading file pursuant to Senate Rule 28.8.
July 29: In committee: Hearing postponed by committee.
July 19: From committee chair, with author's amendments: Amend, and re-refer to committee. Read second time, amended, and re-referred to Com. on APPR.
June 29: Read second time, amended, and re-referred to Com. on APPR.
June 28: From committee: Amend, do pass as amended, and re-refer to Com. on APPR. (Ayes 5. Noes 2.).
June 3: Referred to Com. on JUD.
May 20: In Senate. Read first time. To Com. on RLS. for assignment.
May 20: Read third time, passed, and to Senate. (Ayes 46. Noes 30. Page 5837.)
May 17: Read second time. To Consent Calendar. From Consent Calendar. To third reading.
May 13: From committee: Do pass. To Consent Calendar. (May 12).
Apr. 29: Re-referred to Com. on APPR.
Apr. 28: Read second time and amended.
Apr. 27: From committee: Amend, do pass as amended, and re-refer to Com. on APPR. (Ayes 10. Noes 0.) (April 22).
Apr. 19: In committee: Hearing postponed by committee.
Apr. 15: Re-referred to Com. on B. & F.
Apr. 14: From committee chair, with author's amendments: Amend, and re-refer to Com. on B. & F. Read second time and amended.
Mar. 11: Referred to Com. on B. & F.
Feb. 22: From printer. May be heard in committee March 23.
Feb. 20: Read first time. To print.
SB 1306
Corporations: partnerships: limited liability companies: electronic transmissions.
Existing law sets forth requirements for the governance of various business entities, including corporations, partnerships, and limited liability companies.
This bill would authorize certain transactions and communications to and from these business entities to be conducted by electronic transmission under certain conditions.
Full Text available at: http://info.sen.ca.gov/pub/bill/sen/sb_1301-1350/sb_1306_bill_20040823_chaptered.html
Bill History:
Aug. 23: Chaptered by Secretary of State. Chapter 254, Statutes of 2004.
Aug. 23: Approved by Governor.
Aug. 13: Enrolled. To Governor at 2 p.m.
Aug. 11: Senate concurs in Assembly amendments. (Ayes 36. Noes 0. Page 4900.) To enrollment.
Aug. 10: In Senate. To unfinished business. To Special Consent Calendar.
Aug. 9: Read third time. Passed. (Ayes 76. Noes 0. Page 6957.) To Senate.
Aug. 4: Read third time. Amended. To third reading.
July 1: Read second time. To third reading.
June 30: Read second time. Amended. To second reading.
June 29: From committee: Do pass as amended. (Ayes 11. Noes 0.)
June 8: From committee: Do pass, but first be re-referred to Com. on JUD. with recommendation: To Consent Calendar. (Ayes 12. Noes 0.) Re-referred to Com. on JUD.
June 3: From committee with author's amendments. Read second time. Amended. Re-referred to committee.
May 27: From committee with author's amendments. Read second time. Amended. Re-referred to committee.
May 24: To Coms. on B. & F. and JUD.
May 17: In Assembly. Read first time. Held at Desk.
May 17: Read third time. Passed. (Ayes 38. Noes 0. Page 3717.) To Assembly.
May 6: Read second time. To Consent Calendar.
May 5: From committee: Do pass. To Consent Calendar. (Ayes 6. Noes 0. Page 3596.)
Apr. 29: From committee with author's amendments. Read second time. Amended. Re-referred to committee.
Apr. 21: Set for hearing May 4.
Feb. 26: To Com. on JUD.
Feb. 18: From print. May be acted upon on or after March 19.
Feb. 17: Introduced. Read first time. To Com. on RLS. for assignment. To print.
Illinois
SB 2982
Creates the Uniform Limited Partnership Act (2001). Provides procedures for the formation, operation, and regulation of limited partnerships. Repeals the Revised Uniform Limited Partnership Act. Amends other Acts to make conforming changes.
Full Text available at: LINK
Bill History:
Adopted August 20, 2004 and Effective January 1, 2008
New York
HB 11821
Election of board of directors of subsidiary corporation. Amends Chap 35 of 1979 - Relates to the election of board of directors of the subsidiary corporation.
Full Text available at: http://assembly.state.ny.us/leg/?bn=A11821&sh=t
Bill History:
Referred to corporations, authorities and commissions August 11, 2004
Pennsylvania
HB 2827
An act amending title 15 {corporations and unincorporated associations} of the Pennsylvania Consolidated Statutes, providing for outsourcing of jobs..
Full Text available at: http://www2.legis.state.pa.us/WU01/LI/BI/BT/2003/0/HB2827P4355.pdf
Bill History:
Introduced, Aug. 16, 2004
Referred to Labor Relations Committee, Aug. 16, 2004
Rhode Island
HB 7696 & SB 3242
An Act Relating to Taxation – Business Corporation Tax
This act would provide that a taxpayer may claim a tax credit against the costs of 1
renewing, modifying, or maintaining ISO 9000 or 14000 certification. 2
This act would take effect on July 1, 2005.
Full Text available at: http://www.rilin.state.ri.us/Billtext/BillText04/HouseText04/H7696A.pdf
and at: http://www.rilin.state.ri.us/Billtext/BillText04/SenateText04/S3232.pdf
Bill History:
Adopted August 11, 2004 without Governor’s Signature
Previous issues of the NRAI Newsletter may be found
at: http://secure.nrai.com/dynamic_frame.asp?page=research
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About
NRAI
National Registered Agents, Inc. (NRAI) is a professional
Registered Agent for new and established business entities. NRAI is
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process for companies throughout the United States and around the
globe.
The NRAI Network encompasses 23 operating affiliates, with
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