Corporations Law Committee Activity in Review

As published in the NY Business Law Journal:

WINTER 2013 NY BUSINESS LAW JOURNAL
CORPORATIONS LAW COMMITTEE

At a meeting in New York City on May 10, 2013, the Corporation Law Committee sponsored a program entitled NYSBA “Proposed Revision of the New York Not-For-Profi t Corporation Law.” The program featured Frederick G. Attea of Phillips Lytle, Michael A. deFreitas of William C. Moran & Associates, and Joshua E. Gewolb of Harter Secrest & Emery. All three of our speakers have been actively involved for many years in drafting pending legislation that would modernize the New York Not- For-Profit law. At the same meeting, Richard De Rose gave a presentation comparing certain salient aspects of New York corporate law with counterpart provisions in the Delaware General Corporation Law.

On October 5, 2013, at the Fall Meeting at the Cranwell Resort, Richard De Rose presented on “Valuation in a Legal Context,” highlighting the methodologies that investment bankers and financial advisors use in valuing companies and securities and discussing the cases that have discussed those methodologies.

-- Richard De Rose, Chair

Winter 2012 NY Business Law Journal
Corporations Law Committee

The Corporations Law Committee held its Fall Meeting in connection with the Fall Meeting of the Business Law Section. Committee chair Jeffrey Bagner of Fried, Frank, Harris, Shriver and Jacobson LLP gave a presentation on legal opinions in corporate transactions. The Committee is looking for volunteers to make presentations at future committee meetings. The next meeting of the Committee will be held in conjunction with the Annual Meeting of the NYSBA. Please contact Jeffrey Bagner (212- 859-8136 or jeffrey.bagner@friedfrank.com) to volunteer to make a presentation, to provide suggestions about future topics to discuss at committee meetings, or for other information concerning committee activities.

-- Jeffrey Bagner, Chair

Summer 2012 NY Business Law Journal
Corporations Law Committee

The Corporations Law Committee met on January 25 during the New York State Bar Association Annual Meeting. Jeffrey Bagner of Fried, Frank, Harris, Shriver & Jacobson LLP led a discussion on shareholder rights plans, with an emphasis on New York and Delaware corporations. At the Spring Meeting of the Business Law Section held on May 9, the committee held two panel discussions: a panel entitled “M&A Market Update,” chaired by Richard De Rose of Houlihan Lokey, and a panel entitled “Cybersecurity and the Ethical Rules Around the Use of Technology,” chaired by Adele Hogan of Cadwalader, Wickersham & Taft LLP. Two hours of NY CLE credit were provided, including one hour of ethics CLE credit.

One of the committee’s functions is to review pending legislation that affects corporations and other legal entities. The committee has recently held discussions with a New York State Assemblyman who has sponsored a bill to amend the New York Business Corporation Law to require that New York-incorporated publicly traded corporations hold shareholder meetings electronically and allow shareholders to vote at these meetings electronically. New York State would become the first U.S. jurisdiction that would mandate that shareholder meetings and voting be conducted electronically. The committee has prepared its own version of an amendment to the New York Business Corporation Law, consistent with the approach taken by many other states, that would permit, but not mandate, New York incorporated publicly traded corporations to hold shareholder meetings electronically and to allow voting at these meetings electronically. The Executive Committee of the New York State Bar Association has endorsed the committee’s position.

-- Jeffrey Bagner, Chair

Winter 2011 NY Business Law Journal
Corporations Law Committee

The Corporations Law Committee met on September 17 during the Business Law Section Fall Meeting in Cooperstown. Stephanie Hendricks led a very informative meeting discussing the differences between the New York Business Corporation Law and other state corporation statutes. It was the general view of the participants that the New York statute needs to be modernized to make New York State a more attractive forum for corporations and other legal entities to be domiciled. A discussion followed on what steps should be undertaken to achieve this objective. This topic will be discussed at future committee meetings. The committee encourages members of the committee and other interested persons to be involved in these discussions.

One of the committee’s functions is to review pending legislation that affects corporations and other legal entities. At the present time, the committee is reviewing a proposed amendment to the New York Business Corporation Law that would permit holders of more than 10% of the outstanding voting stock of a New York publicly traded corporation to require that shareholder meetings be conducted electronically and that voting at these meetings also be conducted electronically.

—Jeffrey Bagner, Chair