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CT SB00967

Bill

Status

Passed

6/5/2015

Primary Sponsor

Judiciary Committee

Click for details

Origin

Senate

2015 General Assembly

AI Summary

  • Revises shareholder proxy appointment procedures to require electronic transmissions contain information confirming authorization, and clarifies that proxy appointments remain valid for eleven months unless longer period specified.

  • Removes ten-year duration limit on voting trust agreements, allowing voting trusts created after September 30, 2015 to have unlimited duration unless otherwise specified in the trust agreement.

  • Eliminates the ten-year validity period for shareholder agreements under Section 33-717, permitting unlimited duration unless the agreement provides otherwise, while agreements in effect before September 30, 2015 retain the ten-year limit.

  • Adds qualifications standards for directors prohibiting requirements based on past statements or opinions that would limit their ability to discharge duties, except for criminal, civil, regulatory sanctions, or prior judicial removal.

  • Simplifies director indemnification and advancement of expenses by removing the requirement for a written affirmation of good faith belief and replacing it with only a written undertaking to repay if indemnification is ultimately denied.

  • Modifies indemnification provisions for officers to exclude only those not serving as directors, and adds clarification that corporations may indemnify employees and agents beyond statutory limits.

  • Allows reinstatement of limited partnerships and limited liability companies that were forfeited to relate back to the cancellation date, restoring their legal existence as if cancellation never occurred.

Legislative Description

An Act Concerning Revisions To The Connecticut Business Corporation Act, The Uniform Limited Partnership Act And The Connecticut Limited Liability Company Act.

Last Action

Signed by the Governor

6/5/2015

Committee Referrals

Judiciary2/19/2015

Full Bill Text

No bill text available