Bill Text: CT HB05513 | 2014 | General Assembly | Comm Sub

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Bill Title: An Act Concerning The Modernization Of Connecticut Corporation Law.

Spectrum: Committee Bill

Status: (Introduced - Dead) 2014-04-07 - File Number 412 [HB05513 Detail]

Download: Connecticut-2014-HB05513-Comm_Sub.html

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General Assembly		Substitute Bill No. 5513
February Session, 2014		*_____HB05513BA____032014____*

AN ACT CONCERNING THE MODERNIZATION OF CONNECTICUT CORPORATION LAW.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. (NEW) (Effective October 1, 2014) (a) There is established a Commission on Connecticut's Leadership in Corporation and Business Law, which shall be part of the Legislative Department.

(b) The commission shall consist of:

(1) The chairperson of the business law section of the Connecticut Bar Association;

(2) The Commissioner of Economic and Community Development, or a designee;

(3) The Chief Court Administrator, or a designee;

(4) The chairpersons of the joint standing committee of the General Assembly having cognizance of matters relating to banks, or their designees chosen from among the members of such committee;

(5) The chairpersons of the joint standing committee of the General Assembly having cognizance of matters relating to the judiciary, or their designees chosen from among the members of such committee;

(6) The chairpersons of the joint standing committee of the General Assembly having cognizance of matters relating to commerce, or their designees chosen from among the members of such committee;

(7) Six members appointed one each by the president pro tempore of the Senate, the speaker of the House of Representatives, the majority leader of the Senate, the majority leader of the House of Representatives, the minority leader of the Senate and the minority leader of the House of Representatives; and

(8) Two members appointed by the Governor.

(b) The members of the commission shall elect a chairperson of the commission from among its members. The commission shall meet at such times as it deems necessary.

(c) The commission shall:

(1) Develop and recommend policies to establish the state as a leading and highly desirable jurisdiction in which to organize a business entity and to adjudicate matters related to corporation and business law;

(2) Develop and recommend policies to attract, encourage and retain business entities that organize under Connecticut law and establish their headquarters and significant business operations in Connecticut;

(3) Examine the impact of statutory provisions and the common law in this state, the state of Delaware and other states on business formation and retention in this state and recommend legislation or other changes to the Governor and the General Assembly to encourage business entities to organize under Connecticut law, and to increase and accelerate the rate and number of business entities that are organized under Connecticut law, including, but not limited to:

(A) The impact of the Connecticut Business Corporation Act, section 33-600, et seq., of the general statutes;

(B) The impact of state business taxes, including, but not limited to, the franchise tax and the corporation business tax;

(C) The impact of the Judicial Branch on business operations, including, but not limited to, the rules of the Superior Court, statutory provisions concerning civil procedure and the complex litigation docket, and the composition of the Judicial Branch in general;

(D) The impact of the office of the Secretary of the State and the state's procedures concerning business formation and filing, including, but not limited to, the state's electronic and accelerated formation and filing capabilities; and

(E) The impact of the Delaware General Corporation Law, title 8 of the Delaware Code, the Delaware Court of Chancery, and other statutory and administrative provisions in Delaware law on the economy and economic development in the state of Delaware, and on adjudication of corporate and business disputes in Connecticut courts;

(4) Develop and recommend policies to establish the Business Organizations and Transactions Court, in accordance with section 2 of this act, with exclusive jurisdiction over all matters concerning business formation, shareholders, stock and securities, and business transactions involving the transfer of ownership interests; and

(5) Develop and recommend policies to assist the Secretary of the State to develop best-in-the-nation business services and support, including, but not limited to, a state-of-the-art business formation and filing system that enables accelerated access to business services twenty-four hours a day.

(d) The commission shall develop and submit to the General Assembly, not later than October 1, 2015, a ten-year plan of action to establish Connecticut's leadership in corporation and business organizations law, and to attract, encourage and retain business entities that organize under Connecticut law and establish their headquarters and significant business operations in Connecticut.

Sec. 2. (NEW) (Effective October 1, 2014) (a) As used in this section, "corporation law case" means any case arising from a claim made under title 33, 34, 35 or 36b of the general statutes and all other matters concerning business formation, shareholders, stock and securities and business transactions involving the transfer of ownership interests.

(b) The Chief Court Administrator shall establish in not less than three judicial districts a docket separate from other civil matters for the hearing and expedited resolution of corporation law cases, which shall be known as the Business Organizations and Transactions Court.

(c) The Governor shall appoint, on an as-needed basis, judges to the Business Organizations and Transactions Court with demonstrated experience and expertise in corporate and business law in the state.

(d) The Chief Court Administrator shall establish policies and procedures to implement the provisions of this section. Such policies and procedures shall include, but not be limited to, (1) an individual calendar method of case management requiring a judge appointed pursuant to subsection (c) of this section to preside over all aspects of the litigation, including trial, (2) the use of discovery, pleading and trial procedures designed to promote efficiencies, (3) the reduction in the time period between filing and disposition of the case, and (4) the creation of a consistent body of corporation law.

(e) Not later than January 1, 2015, the administrator shall submit a report on such implementation, in accordance with section 11-4a of the general statutes, to the joint standing committees of the General Assembly having cognizance of matters relating to the judiciary and banks.

This act shall take effect as follows and shall amend the following sections:
Section 1	October 1, 2014	New section
Sec. 2	October 1, 2014	New section

Statement of Legislative Commissioners:

In section 2(d), "identified" was changed to "appointed" and "(b)" was changed to "(c)" for clarity.

BA

Joint Favorable Subst. -LCO