Vote Recommendation | Economic Freedom | Property Rights | Personal Responsibility | Limited Government | Individual Liberty |
---|---|---|---|---|---|
Yes | Positive | Neutral | Neutral | Neutral | Neutral |
SB 860 modifies the Business Organization Code by making a
variety of relatively small changes which, generally, tighten the code and
reduce ambiguities, and reflect better what are believed to be changes in current
business practices. These changes apply to the procedure, requirements, and permissible
behavior of for-profit corporations.
Among the changes to the Business Organization Code which
would appear, if SB 680 were adopted, are the following. Certificates of
formation and amendment on behalf of for-profit corporations could be made by
one or more directors, as opposed to the majority of the board of directors. Formulas
could be used in converting or exchanging ownership in the instance of a
merger. Property may remain outstanding in the instance of a merger. Plans of exchange
and plans of conversion would also be able to use a formula. Plans of
conversion on file at the place of business would no longer need to be signed.
In the event of a merger (under section 21.459) shareholders would be required
to be informed of their right to dissent. Time constraints are put in place
regarding when shareholders would have to be notified.
In addition to these changes, a number of other small
modifications are made to the code, mostly eliminating ambiguity. In addition, “owner
liability” would also be given a set definition if SB 680 were to pass.
Although SB 860 does in fact enlarge the code, we feel that most of these additions grant business more flexibility as opposed to saddling then with more restrictive regulation. The bill is also beneficial in that it would make the code easier to understand. Most of these changes are relatively minor but they are beneficial enough to earn our support on the ground of affording private business with greater flexibility under the law. Thus, we support SB 680.
We also supported the identical House companion, HB 2142.