Connecticut Business Corporation Act—Electronic Notices and Other Corporate Communications

John Lawrence will present a program on proposed amendments to the Connecticut Business Corporation Act (“CBCA”) based on the recent electronic notice amendments to the Model Business Corporation Act.  The amendments are intended to facilitate the use of electronic mail and other electronic communications for shareholder and other corporate communications.  The provisions of  Section 33-603 and the recent amendments apply to delivery of notices of meetings of shareholders and directors, as well as director and shareholder consents, demands to hold meetings, proxies, demands to commence derivative actions, demands to inspect books and records, assertions of appraisal rights, and other communications to and from a corporation.  The program will include a review of the existing provisions of the CBCA relating to electronic records, electronic transmissions and related matters and a discussion of the relevant provisions of the Connecticut Uniform Electronic Transmissions Act (“UETA”) and the federal Electronic Signatures in Global and National Commerce Act (the “E-Sign Act”), which are essential to understanding the CBCA’s electronic technology provisions.  The program materials will include sample bylaw provisions that will be needed to fully implement the proposed changes.