February 24, 2022

New provisions allow Montana entities to hold remote meetings, and offer tax credits for job growth and training

Montana lawmakers approved new provisions for shareholder meetings during its 2021 legislative session in response to the continuing COVID-19 pandemic. Montana entities can amend or repeal bylaws that require in-person shareholder meetings, boards of directors can elect to hold virtual shareholder meetings, and shareholder lists can be made available electronically. Shareholder notice requirements were also amended to...

January 26, 2022

CSC launches new annotated statutory collection for Missouri

Missouri business attorneys and their staff at small and large law firms have a new resource to help them conduct research more effectively, complete transactions more efficiently, and advise clients with confidence. Missouri Laws Governing Business Entities Annotated is a compact yet comprehensive collection of annotated Missouri business entity statutes that lets practitioners see at a glance how business laws have...

January 24, 2022

Delaware Court of Chancery notes docket shift to contract disputes

“In the twenty-odd years I have been a judicial officer in [the Delaware Court of] Chancery, the docket has moved in the direction of contractual disputes and what were once quaintly called alternative entity disputes.” Buttonwood Tree Value Partners, L.P. v. R.L. Polk & Co . 2021, Del. Ch. LEXIS 165 (Glasscock, V.C.). Legal professionals now have a resource to navigate this increasingly important area...

December 30, 2021

30 Changes to Arizona Business Laws in 2021

Arizona Business Laws 2021 Arizona lawmakers amended or added more than 30 sections during the state’s 2021 legislative session. Those changes have been captured in the 2022 edition of Arizona Laws Governing Business Entities Annotated from Corporation Service Company (CSC) . The 2022 edition features the full text of Title 10, Corporations and Associations from the Arizona Revised Statutes, updated through...

December 28, 2021

California Introduces New Exemption from Securities Law for Crowdsourced Securities

California Corporations Code California’s state legislature enacted or amended more than 40 sections in the Corporations Code and related codes, including new powers for corporate entities in an emergency, amended laws permitting remote shareholder and member meetings, and an exemption from the California Securities Law for crowdsourced securities. These changes are captured in the 2022 Edition of California Laws...

December 27, 2021

Texas Lawmakers Enact more than 100 New Changes to State’s Business Laws

New Texas Laws Impacting Businesses in 2021 The 2021 Texas legislative session concluded with more than 100 newly enacted or amended sections to the state’s business entity laws, affecting such areas as: Certificates of formation Choice of forum provisions Consent to action Distributions—Determination of solvency Emergencies Foreign entities Indemnification Limited Liability Companies—Governing...

November 30, 2021

Indiana allows remote meetings and trademark filings, defines emergencies

Indiana lawmakers amended the state’s Title 23 Business and Other Associations to permit remote meetings and filings and to define emergencies: Annual and special meetings. Corporate bylaws may include a provision for remote meetings, and if a physical meeting is held, entities can allow participants to attend remotely and vote, so long as the entity has implemented reasonable measures to verify participant...

November 29, 2021

Colorado approves new procedures for electronic notice and remote meetings

Colorado lawmakers approved new procedures allowing for electronic notice and remote meetings during the 2021 legislative session. Changes include: Appraisal rights. Service on a shareholder demanding appraisal rights may be done by electronic transmission. Notice. Notice given pursuant to Colorado’s Title 7 may now be given in person, by telephone, electronic transmission, mail, or by private carrier, if the circumstances...

November 23, 2021

Maryland clarifies forum selection clauses for internal corporate claims

Maryland lawmakers approved an amendment that permits entities to bring an internal corporate claim in specified circuit courts of Maryland or a federal court sitting in Maryland, or in courts sitting in one or more jurisdictions outside the state. The purpose of this amendment, effective October 1, 2021, is to clarify that an entity’s charter or bylaw provision may determine the specific venue in Maryland in which an...

November 16, 2021

Manage COVID-19 Contract Disruptions + Earn Continuing Legal Education Credits on the LexisNexis December 8th Webinar

The COVID-19 pandemic has severely disrupted contracts of every type and size and has rendered countless other contracts intolerably costly or risky. Parties have sought to be excused of their contractual obligations by invoking force majeure clauses or extra-contractual theories of impossibility and impracticability.   On Wednesday, December 8, 2021, from 12:30 pm ET – 2:30 pm ET, LexisNexis® will host the Corbin...

November 01, 2021

New Jersey approves remote meetings for business entities, amends naming conventions for limited liability partnerships

In response to the ongoing COVID pandemic, New Jersey legislators approved statutory amendments allowing business entities to conduct annual meetings, member meetings, and shareholder meetings remotely. The amendments permit entities to use reasonable measures to verify remote participation, allow remote attendees to participate and vote in the meetings, and record proceedings remotely. Legislators also amended naming...

October 29, 2021

New York approves new options for electronic service of process

New York lawmakers approved amendments that will allow New York business entities to receive service of process through electronic means starting January 1, 2023. According to the new legislation, New York corporations, associations, limited liability companies, and partnerships can make the affirmative choice to receive service of process via email. Until an entity makes the choice, it will continue to receive service...

October 20, 2021

Attorneys Face Risky Business with Foreign Qualifications - Download the No Cost State-by-State CSC and LexisNexis Guide Today

When you’re expanding an entity into a new jurisdiction, you have to follow the correct process to legally conduct business within new borders. This process is known as foreign qualification, and it can be a huge undertaking—especially if you’re not familiar with the unique requirements of the jurisdiction you’re entering. Failure to qualify can have a significant impact on a company’s operations. Consequences ranging...

October 05, 2021

Diving into the Legal Side of Energy Awareness Month and Critical New Resources on Renewable Energy

Each year, the U.S. Department of Energy designates October as Energy Awareness Month. This month is a time to focus on the importance of energy and the role it plays in our daily lives, the economy, infrastructure, and national security. Electric power is a vital resource that many of us rarely consider until issues occur. For those working in the energy and utility law segment, issues have been steadily growing...

September 22, 2021

Delaware lawmakers broaden the authority of alternative entity principals to delegate rights

The Delaware General Assembly enacted new legislation during the 2021 session that allows members, managers, and partners (i.e. principals) of LLCs or partnerships, as the case may be, to delegate rights, powers, or duties to someone else, even if such principal has a conflict of interest. The change creates a rule different from the one applied by the Delaware Court of Chancery in Wenske v. Bluebell Creameries, Inc....

September 21, 2021

Earn New Complimentary Continuing Legal Education Credits - Register today for the 2021 Delaware LLC Act Case Law Development Webinar

The Delaware Limited Liability Company Act is as extensive as it is evolving. Join CSC and LexisNexis® for a deep dive review of the Delaware Limited Liability Company Act's 2021 amendments, plus recent case law developments. In this complimentary webinar, attendees will absorb how these important changes will impact their clients. Topics to include ratification changes for voidable acts/transactions, members'...

September 20, 2021

Florida lawmakers tweak appraisal rights statutes in latest legislative session

Florida’s General Assembly amended several sections of the Florida Business Corporation Act (FBCA) to address concerns raised by corporations and the legal community in the wake of the 2019 overhaul of the FBCA. The new legislation: Clarifies the definition of accrued interest Redefines the circumstances under which a shareholder may assert their appraisal rights Changes the notice of intent requirements for shareholders...

September 01, 2021

For Georgia practitioners finding the right rule and the right citation can be right at your fingertips

INTRODUCING: Carlson on Evidence: Comparing Georgia and Federal Rules, Seventh Edition 2021 by Ronald L. Carlson, Michael Scott Carlson Cited by the Supreme Court of Georgia and the Court of Appeals of Georgia in over 50 separate opinions. When the courts have not had specific correlation of the Georgia Evidence Code to the Federal Rules of Evidence, they have turned to Carlson on Evidence as secondary authority to...

August 26, 2021

New Free Continuing Legal Education - Critical Distinctions in Nevada Corporate and LLC Law

Nevada and Delaware are among the most popular destinations for businesses choosing to incorporate outside their home state. In this free webinar, attorneys subject matter experts from Brownstein Hyatt Farber Schreck, LLP will highlight some meaningful differences between Nevada and Delaware corporate law and demonstrate how Nevada is not the “Delaware of the West.” We will review aspects of Nevada’s corporate and limited...

August 26, 2021

Updates to Nevada business law now available

Nevada legislators voted in the state’s 81 st legislative session to expand the scope of permitted forum selection clauses in a corporation’s articles of incorporation or bylaws, which could have the result of permitting a corporation’s articles or bylaws to require that actions brought under certain federal securities laws be brought exclusively in the federal courts. More than 50 statutory changes to the state’s the...

August 25, 2021

Georgia legislators approve new provisions for remote meetings and a new tax option

Georgia legislators approved several statutory changes during the 2021 legislative session, including new provisions that allow for remote meetings and a new tax option for privately owned S-corporations that could reduce their federal tax liability. A new provision allows Georgia S Corporations directly owned and controlled by natural persons to apply a tax rate of 5.75% on income earned by the entity. If the S Corp...

August 24, 2021

Virginia aligns alternative entity filings with filings for corporations

The Virginia Assembly amended the state’s business laws during the 2021 session to align alternative entity filings with comparable filings for stock corporations. The changes came in the wake of a comprehensive update of the Virginia Stock Corporation Act during the 2019 Session of the General Assembly. The amendments affect filings by nonstock corporations, limited liability companies, business trusts, and partnerships...

August 23, 2021

Upcoming webinar explores why Nevada is not the “Delaware of the West”

Nevada and Delaware are among the most popular jurisdictions for businesses choosing to form entities outside their home state. In an upcoming complimentary webinar, * Nevada attorneys Albert Z. Kovacs, Ellen L. Schulhofer and Maximilien D. Fetaz from Brownstein Hyatt Farber Schreck, LLP will highlight meaningful differences between business entity law in the two states and explore some of the distinctive aspects of Nevada...

August 18, 2021

Wyoming is the first state to recognize Decentralized Autonomous Organizations

Wyoming lawmakers approved a DAO Supplement to the state’s LLC Act during the 2021 session authorizing and providing a business structure to decentralized autonomous organizations (DAOs), the first such law in the nation. The new law, effective as of July 1 of this year, recognizes DAOs as a distinct form of limited liability company. Aimed at cryptocurrency collectives, DAOs are governed by smart contracts rather than...

July 16, 2021

Entity choice in Texas: What do you need to know?

There are key differences between Texas and Delaware LLC law that business attorneys must consider when choosing entity type and jurisdiction for large transactions. In an upcoming complimentary CLE* webinar, Texas business attorney Byron Egan of Jackson Walker L.L.P. will take a careful look at the laws governing LLC formation in Texas and compare them to those in Delaware, a prominent forum for LLC formation. The...