Final
BILL SUMMARY for
SB05-076
HOUSE
COMMITTEE ON
BUSINESS AFFAIRS AND LABOR
Votes:
Action Taken:
Moved that SB05-076 be referred to the Committee o
PASS
02:22 PM -- Senate Bill 05-076
Representative Marshall presented SB05-076 which amends current law to allow corporations to take certain actions without holding a shareholders meeting, if at least a minimum number of shareholders are present to vote on and approve the action. Representative Marshall responded to questions from the committee.
02:26 PM --
Anthony Van Westrum, representing himself as an attorney and a member of the Business Law Section of the Colorado Bar Association, testified in support of the bill. Mr. Van Westrum handed out copies comments on the bill from the Business Law Section of the Colorado Bar Association (Attachment C). Mr. Van Westrum testified that the existing law, without this provision, is causing corporations to incorporate elsewhere, as many other states allow corporations to take such actions as proposed in the bill.
02:36 PM --
Mark Loewenstein, representing himself as a professor of law at the University of Colorado School of Law, testified in support of the bill. Mr. Loewenstein testified that minority shareholders have other protections under the law and this bill does not provide an unfair advantage to majority shareholders. Mr. Loewenstein believes that this legislation will be matched across the country and adopted by the American Bar Association as model legislation.
02:40 PM --
Jerry Kopel, representing himself as a former legislator with experience in corporate law, testified in opposition to the bill. Mr. Kopel asked the committee to consider omitting the section of the bill governing mergers and provided a proposed amendment to the bill (Attachment D). Mr. Kopel feels that the proposed change in the law should not apply to mergers.
02:54 PM
Representative Cerbo invited Mr. Van Westrum to respond to Mr. Kopel's proposed amendment. Mr. Van Westrum testified that the protections for minority shareholders that Mr. Kopel is concerned with preserving already exist in current law and will continue if this bill is passed. Mr. Van Westrum responded to questions from the committee.
03:07 PM
Representative Marshall made closing remarks.
BILL:
SB05-076
TIME:
03:08:28 PM
MOVED:
Marshall
MOTION:
Moved that SB05-076 be referred to the Committee of the Whole with a favorable recommendation. The motion passed 11-0, with 2 excused.
SECONDED:
Coleman
VOTE
Balmer
Excused
Borodkin
Yes
Butcher
Yes
Carroll M.
Yes
Coleman
Yes
Knoedler
Excused
Liston
Yes
Massey
Yes
McCluskey
Yes
Paccione
Yes
White
Yes
Cerbo
Yes
Marshall
Yes
Final
YES:
11
NO:
0
EXC:
2
ABS:
0
FINAL ACTION:
PASS