4-Bill Diegnan Package to Make New Jersey’s Corporate Laws More Modern & Competitive Released by Assembly Committee

An Assembly panel on Thursday released a four-bill package that is part of Assemblyman Patrick J. Diegnan Jr.’s continued efforts to modernize New Jersey’s corporate governance laws to promote economic growth, create jobs and make New Jersey more competitive.

Diegnan has sponsored numerous corporate reforms in recent years to make New Jersey’s laws more competitive.

“This is part of a continued effort to ensure New Jersey remains a leading place for corporations and the economic growth and jobs they bring,” said Diegnan (D-Middlesex). “These are all common sense steps to keep New Jersey competitive in an ever-changing and challenging global marketplace. I view these bills as, quite simply, the right thing to do.”

The bills:

· A3612 (Diegnan) – Clarifies that corporate directors may approve actions without a meeting by electronic transmission.

“This bill would clarify that corporate directors may approve actions without a meeting by electronic transmission,” Diegnan sad. “In addition to the historic practice of approving action by written consent, directors already approve action by electronic transmission. In light of changes in technology, it’s appropriate to clarify that directors may use electronic transmissions to approve corporate actions.”

· A3614 (Diegnan) – Revises applicability of law concerning derivative proceedings and shareholder class actions

· A3615 (Diegnan) – Permits corporations to impose reasonable limitations or conditions on use or distribution of books and records by shareholders.

“Amid significant changes in technology that have occurred and the related ease by which materials may now be used and disseminated, this bill would allow corporations to continue a common practice that has developed to condition the receipt of requested materials on, for example, the demanding shareholder agreeing to customary confidentiality obligations,” Diegnan said. “However, the bill is not intended to provide a corporation with a right to deny access to a demanding shareholder of materials which the demanding shareholder is otherwise entitled.”

· A3616 (Diegnan) – Revises circumstances in which certain corporate officers are provided immunity from liability.

The bills were approved by the Assembly Financial Institutions and Insurance Committee.