The Connecticut Benefit Corporation Act
Presented by the Business Law Section
Seminar Code: EBL140919
CLE Credit: 3.5 Hours
About the Program:
Connecticut’s new Benefit Corporation Act, Sections 140 -154 of Public Act 14-217, will become effective on October 1 and will provide a vehicle for a socially and environmentally conscious business to adopt a corporate structure under Connecticut law that formalizes a commitment to general and specific public benefits. In less than four years, benefit corporation laws have passed in 27 states, including the District of Columbia, and are currently being considered in 13 other states. All of the panelists have a wide range of experience with benefit corporation statutes throughout the country or with Connecticut’s new act.
Who Should Attend:
Corporate and business lawyers and others who are interested in learning more about the social enterprise movement in general and benefit corporations in particular.
You Will Learn:
- The history of the Connecticut Benefit Corporation Act, as well as the history of benefit corporation legislation throughout the country and the benefit corporation statutes in other states, including Delaware
- About the structure and concepts in the Model Benefit Corporation Act and the differences between the Model Act and the Connecticut Act and the approach taken by the Delaware statute
- About the structure and key provisions of the Connecticut Act and unique opportunities presented by the Connecticut Act
- How to organize and structure a benefit corporation or another form of social benefit enterprise in Connecticut
William H. Clark Jr., Corporate & Securities Practice Group, Drinker Biddle and Reath LLP, Philadelphia, PA
Hillel Goldman, Mix & Goldman LLC, Danbury
John M. Horak, Reid & Reige, Hartford
John H. Lawrence Jr., Shipman & Goodwin LLP, Hartford
James W. McLaughlin, Murtha Cullina LLP, Hartford
Erik Trojian, Director of Policy, B Lab, New York, NY
James Woulfe, Public Policy and Impact Investing Specialist, reSET, Hartford
9:00 a.m. Introduction and Brief History of the Connecticut Act
John Lawrence and James Woulfe
9:15 a.m. Overview and History of Benefit Corporation Legislation in the U.S. and Notable B Corp Statutes in Other States
Erik Trojian will describe the initial reasons for adopting benefit corporation statutes and why has they have seen such rapid passage throughout the county. Additionally, he will identify how the law is being used throughout the country and what states have had the most success with its adoption?
9:45 a.m. Structure and Concepts in the Model Act and Differences from the Delaware Statute
William Clark will review the features of the Model Act and the rationales for the various provisions of the Act and describe the different approach taken by Delaware.
10:30 a.m. – 10:45 a.m. Break
10:45 a.m. Structure and Key Provisions of the Connecticut Act
James McLaughlin and James Woulfe
This portion of the presentation will take a close look at Connecticut’s benefit corporation statute and provide answers and insight into many of the practical questions practitioners have regarding benefit corporations. Specifically, issues regarding formation of benefit corporations will discussed, as well as fiduciary duties of directors and officers under the new act. There will also be an in-depth discussion of what constitutes ‘general’ and ‘specific’ public benefits, how benefit corporations are held accountable for creating them, and recommendations for how you can prepare a client to comply with the reporting requirements under the act.
11:30 a.m. Organizing and Structuring a Benefit Corporation or Other Social Benefit Enterprise in Connecticut
Panel discussion: Hillel Goldman, Jack Horak, James McLaughlin, John Lawrence and James Woulfe
The panel will discuss the pros and cons of benefit corporations from both a legal standpoint and a policy perspective, how they differ from charitable organizations, where to incorporate a benefit corporation, the primary structural considerations in forming a Connecticut benefit corporation, what to consider in drafting the certificate of incorporation and bylaws of a benefit corporation, is a limited liability company with an appropriately drafted operating agreement a viable alternative to a benefit corporation.
Event Cost: Member $135
Law/Paralegal Student $65
** CLE materials for this seminar will be e-mailed to registrants prior to the seminar for download. Please note that refunds will not be granted once course materials have been received.
The Connecticut Bar Association/CT Bar Institute is an accredited provider of New York State CLE. Financial hardship information is available upon request.