Business Organizations Law Committee

As of January 2018, the Corporations Law Committee has been disbanded and reorganized as the Business Organizations Law Committee.

Committee Activity in Review

As published in the NY Business Law Journal

SUMMER 2018 NY BUSINESS LAW JOURNAL BANKING LAW COMMITTEE

I am very excited to be halfway into the first year of the Business Organizations Law Committee. As a new committee, we are eager to establish and grow our membership. We will be addressing a range of issues affecting business organizations. We intend to grow the committee membership in the coming months, and strive to provide meaningful content and connections.

At the Business Law Section Spring Meeting we addressed tax issues for partnerships and S-Corps, in addition to a discussion surrounding implications of the new tax code. It was a great panel discussion, bringing together attorneys, CPAs, and academics to discuss the many avenues through which tax and business not just overlap, but in some cases drive strategic decisions. I intend to continue to produce programs and content that diversify the typical corporate topics. Business organizations is about so much more than corporations and I am excited to engage with members on these topics.

It is an honor to have been appointed the Chair of this committee, and I am energized to see it grow!

– Matthew Moisan, Chair

The former Corporations Law Committee reviewed new and proposed legislation and court cases involving the Business Corporation Law and other New York laws affecting corporations and other business entities, including: partnerships, limited partnerships, and limited liability companies.

Former Committee Activity in Review

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 [email protected]) 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 [email protected]) 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