House Bill 668 (Chapter 292) and Senate Bill 469 (Chapter 293) became law without signature of the governor May 8 and effective October 1 relates to delayed effective dates, inspection of records by stockholders, and indemnification of directors of stock
UCC 101 for Law Firms: Filing, Searching, and Perfection of Your Client’s Security Interests
Uniform Commercial Code (UCC) filings are complicated and contain a plethora of nuances that can cause frustration for even the most experienced legal professionals. Subtle errors when filing can lead to unperfected security interests, posing tremendous risk to the clients
Wyoming court affirms ruling on liability of parent corporations for acts by subsidiaries
Wyoming explicitly rejects any doctrine of respondeat superior resulting in liability on the part of a parent corporation for acts of its subsidiary. In Morgan v. Baker Hughes, Inc, the United States Court of Appeals for the Tenth Circuit affirmed
Missouri – Legislation Addresses Remote Online Notarization
House Bill 1655 signed by the governor July 6 and effective August 28 modifies provisions relating to the certification of documents, including processes for the Recorder of Deeds and procedures for notaries include remote online notarization.
Virginia limits retroactive liability for officers and directors
The Virginia Assembly amended a business law section regarding limitations on liability of officers and directors. The change prevents Virginia entities from passing an amendment to their articles of incorporation or bylaws that limits or eliminates director or officer liability
Nebraska – Legislation Amends Business Corporation Act
Legislative Bill 808 signed by the governor and effective August 15 amends the Business Corporation Act to include provisions of the ABA model act with a process for the ratification of defective corporate acts.
Delaware – Bill Amends Statutory Trust Act
Senate Bill 244 (Chapter 264) signed by the governor July 23 and effective August 1 amends the Statutory Trust Act to clarify the ability to enter into contracts between series of a trust, vesting title to trust assets in a
Delaware Legislation Effective July 16, 2020
DELAWARE House Bill 341 (Chapter 256) signed by the governor and effective July 16 amends the General Corporation Law to, among other things, confirm that a board of directors may exercise certain powers during emergency conditions; eliminate supermajority voting requirements
California – Bill Exempts Payment of Minimum Annual Franchise Tax Payment
Assembly Bill 85 (Chapter 2020-08) signed by the governor and effective June 29 exempts a limited partnership, limited liability company and limited liability partnership that files, registers or organizes to do business in California from payment of the annual minimum
Louisiana – Legislation Suspends Corporation Franchise Tax
Senate Bill 6a (Act No. 15) signed by the governor and effective governor July 13 provides for the suspension from July 1, 2020 to June 30, 2021 of the corporation franchise tax and initial corporation franchise tax for small business