As published in the NY Business Law Journal:
SUMMER 2015 NY BUSINESS LAW JOURNAL
CORPORATIONS LAW COMMITTEE
At
the NYSBA Annual Meeting in New York City on January 28, 2015, the Corporations
Law Committee and the Securities Regulation Committee held a joint meeting, which
attracted approximately 30 participants from the two committees. The program centered
on the life cycle of an early stage company. Adele Hogan and Jeffrey Bagner of the
Corporation Law Committee presented on “Choosing the Right Organizational
Structure” and “Exit Strategies in the Life Cycle of a High-Tech Company: IPOs
and Private Sales,” respectively. Peter W. LaVigne, Chair of the Securities Regulation
Committee, and Guy Lander presented on “What Startups Need to Know About
Finders and other Intermediaries” and “Private Placements for Startup and Early
Stages Companies,” respectively. Richard De Rose, Chair of the Corporation Law
Committee, described recent New York cases that rejected disclosure-only
settlements in shareholder litigation.
- Richard De Rose, Chair
WINTER 2014 NY BUSINESS LAW JOURNAL
CORPORATIONS LAW COMMITTEE
The
Corporations Law Committee affords practitioners who specialize in advising
corporations and/or alternative business entities an opportunity to learn about
and discuss with their colleagues in the New York Bar the latest developments in
mergers and acquisitions, corporate governance and other related matters. In
that regard, the Committee endeavors to provide its members with educational
opportunities for CLE credit.
One
of the key functions of the Committee is to review pending legislation that
affects corporations and other legal entities. The Committee reviews pending
and proposed legislation and court cases involving the New York Business
Corporation Law (the “BCL”) and other New York laws affecting corporations and
other business entities, including partnerships, limited partnerships, and limited
liability companies. It takes an active role in proposing legislation which
affects corporations and alternative business entities.
In
the past, the Committee has successfully led the effort to revise the New York
Not-For-Profit Corporation Law, and to amend the Business Corporation Law to facilitate
majority voting for New York corporations and to allow the payment of dividends
out of net profits. The Committee has also submitted legal memoranda in
opposition to various bills that did not become law, including bills requiring
remote access and voting at shareholder meetings and requiring disclosure of,
among other things, the
duties and responsibilities of members of limited liability companies.
The
next meeting of the Committee was scheduled to be held in conjunction with the
Annual Meeting of the NYSBA. Richard De Rose will provide an overview of key recent
trends and developments in M&A and Delaware law. The Committee is also
looking for volunteers to make presentations at future committee meetings.
Please contact Richard De Rose (212-49-7867 or rderose@hl.com) to volunteer to
make a presentation, to provide suggestions about future topics to discuss at
Committee meetings, or for other information regarding Committee activities.
-- Richard De Rose, Chair
summer 2014 NY BUSINESS LAW JOURNAL
CORPORATIONS LAW COMMITTEE
At
the Annual Meeting in New York City on January 30, 2014, the Corporations Law
Committee and the Securities Regulation Committee held a joint meeting, which attracted
over 20 participants from the two committees. David N. Feldman and Peter W.
LaVigne, Chair of the Securities Regulation Committee, presented on “Regulation
A+ Proposal: Making the Grade?” and “Offering Exemptions under the Securities
Act of 1933: a Comparison,” respectively. Jeffrey Bagner of the Corporations
Law Committee gave a presentation on Recent Developments in Delaware Law. The presentation
highlighted recent Chancery Court decisions addressing (i) fiduciary duties of
constituent directors, (ii) application of the “entire fairness” standard of
review, (iii) enforceability of letters of intent, (iv) the validity of forum
selection bylaws and (v) attorney-client privilege in the context of a merger.
-- Richard De Rose, Chair
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
