Legislature(2011 - 2012)SENATE FINANCE 532

04/08/2011 09:00 AM FINANCE


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* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
+= SB 15 SEX OFFENDER/UNDERAGE ALCOHOL OFFENSE TELECONFERENCED
Moved CSSB 15(JUD) Out of Committee
+ SB 5 MEDICAL ASSISTANCE ELIGIBILITY TELECONFERENCED
Heard & Held
+ SB 27 FLAME RETARDANTS AND TOXIC CHEMICALS TELECONFERENCED
Heard & Held
+ SB 96 APPLICATION OF VILLAGE SAFE WATER ACT TELECONFERENCED
Scheduled But Not Heard
+ SB 101 ENTITY TRANSACTIONS ACT TELECONFERENCED
Heard & Held
+ Bills Previously Heard/Scheduled TELECONFERENCED
SENATE BILL NO. 101                                                                                                           
                                                                                                                                
     "An Act  adopting the  Alaska Entity  Transactions Act;                                                                    
     relating to  changing the  form of  entities, including                                                                    
     corporations,    partnerships,     limited    liability                                                                    
     companies,  business trusts,  and other  organizations;                                                                    
     amending Rule 79, Alaska Rules  of Civil Procedure, and                                                                    
     Rules  602(b)(2), 602(c),  and 605.5,  Alaska Rules  of                                                                    
     Appellate  Procedure; and  providing  for an  effective                                                                    
     date."                                                                                                                     
                                                                                                                                
                                                                                                                                
10:11:47 AM                                                                                                                   
                                                                                                                                
SENATOR  JOE PASKVAN,  SPONSOR, provided  a synopsis  of the                                                                    
legislation.  He discussed  that  during the  past 20  years                                                                    
many  new  types  of business  entities,  including  limited                                                                    
liability companies and  limited liability partnerships, had                                                                    
been   recognized  under   state  law.   Consequently,  many                                                                    
businesses  used   various  types   of  entities   in  their                                                                    
organizational structures.  He detailed that  the relaxation                                                                    
of  federal tax  rules that  governed entity  classification                                                                    
had led  to an increase  in the volume of  restructuring and                                                                    
acquisition  transactions  throughout   the  various  entity                                                                    
forms. The companies were  required to initiate transactions                                                                    
out-of-state  and  multiple  indirect  steps  were  required                                                                    
because of the lack of  clear statutory structure in Alaska.                                                                    
The legislation conformed to  the Uniform Law Commissioners'                                                                    
Model  Entity  Transaction  Act (META)  and  would  help  to                                                                    
facilitate  transactions  between  more  than  one  form  of                                                                    
business entity, improve the  existing business climate, and                                                                    
help  reduce unnecessary  administrative  and legal  burdens                                                                    
that  were   currently  imposed.  The  bill   would  provide                                                                    
businesses  in  Alaska with  the  opportunity  to engage  in                                                                    
cross-entity  transactions  in-state.  The  legislation  was                                                                    
initially introduced  during the  prior session; due  to the                                                                    
complexity  of   the  bill  the  Departments   of  Commerce,                                                                    
Community  and Economic  Development (DCCED)  and Law  (DOL)                                                                    
had worked to fine tune it during the interim.                                                                                  
                                                                                                                                
Senator   Paskvan  discussed   the   contents  of   members'                                                                    
committee packets and pointed out  the zero fiscal note from                                                                    
DCCED. The  packet included  a memo  drafted by  an attorney                                                                    
that  advocated  for  the  update  of  the  Alaska  business                                                                    
statutes  and   depicted  the  necessary  steps   an  Alaska                                                                    
corporation had  to take to  merge with a  limited liability                                                                    
company:  (1) A  business was  required  to form  an out  of                                                                    
state  or  "foreign"  limited  liability  company;  (2)  The                                                                    
business's Alaska limited liability  company was required to                                                                    
merge with the foreign company;  (3) The surviving entity of                                                                    
the  merger   was  converted  into  a   foreign  corporation                                                                    
pursuant to the  provisions of the other state;  and (4) The                                                                    
corporation   would  then   be  merged   with  the   Alaskan                                                                    
corporation.  The  intent  was   to  establish  a  business-                                                                    
friendly  statutory  structure  that would  allow  a  single                                                                    
transaction to  take place.  He quoted  from a  META summary                                                                    
that had been prepared by  the Uniform Law Commission, which                                                                    
provided  "non-partisan,  well-conceived, and  well  drafted                                                                    
legislation that  brings clarity  and stability  to critical                                                                    
areas  of state  statutory  law." He  communicated that  the                                                                    
bill  had  been vetted  by  the  commission, which  provided                                                                    
services  that most  states could  not  otherwise afford  or                                                                    
duplicate. Member packets also  contained the 2011 suggested                                                                    
state  legislation  by  the  Council  of  State  Governments                                                                    
(CSG);  the  council  "alerts state  elected  and  appointed                                                                    
officials  to  emerging   social,  economic,  and  political                                                                    
trends; offers innovative state  policy responses to rapidly                                                                    
changing  conditions;  and   advocates  multi-state  problem                                                                    
solving  to  maximize   resource  and  competitiveness."  He                                                                    
quoted from a letter from  the President and Chief Executive                                                                    
Officer  of  Doyon:  "As  Doyon  has  grown,  its  corporate                                                                    
structure  has  grown  more complex.  The  passage  of  this                                                                    
legislation will  help to  make some  unnecessary complexity                                                                    
out of transactions  and will avoid the  need to incorporate                                                                    
in  other jurisdictions  where laws  are better  defined for                                                                    
complex  transactions." He  summarized that  the bill  would                                                                    
help bring Alaska into mainstream statutory business law.                                                                       
                                                                                                                                
Co-Chair Stedman referred to the zero fiscal note by DCCED.                                                                     
                                                                                                                                
10:18:37 AM                                                                                                                   
                                                                                                                                
DON  HABEGER, DIRECTOR,  DIVISION OF  CORPORATIONS, BUSINESS                                                                    
AND   PROFESSIONAL   LICENSING,  DEPARTMENT   OF   COMMERCE,                                                                    
COMMUNITY  AND   ECONOMIC  DEVELOPMENT,  relayed   that  the                                                                    
division had  spent a significant  amount of  time comparing                                                                    
the bill from  the prior session with  existing statute. The                                                                    
division and DOL  and had worked through  their concerns and                                                                    
were  comfortable with  the  current  legislation. He  added                                                                    
that the  division would be  able to absorb  the legislation                                                                    
with no additional costs.                                                                                                       
                                                                                                                                
Senator   Stedman   asked   whether  DCCED   supported   the                                                                    
legislation.  Mr. Habeger  replied that  the department  was                                                                    
comfortable with the bill.                                                                                                      
                                                                                                                                
Senator Olson  queried whether there  was opposition  to the                                                                    
bill.                                                                                                                           
                                                                                                                                
Senator  Paskvan was  not  aware of  any  opposition to  the                                                                    
legislation. He noted that a  significant amount of work had                                                                    
gone into the bill to make it acceptable to all parties.                                                                        
                                                                                                                                
10:21:14 AM                                                                                                                   
                                                                                                                                
Senator  McGuire  wondered  whether  there  were  any  small                                                                    
entities   that  would   be  negatively   impacted  by   the                                                                    
legislation.   She  recalled   that  the   Senate  Judiciary                                                                    
Committee had  focused on the requirement  that transactions                                                                    
had to be approved by  all interest holders to prevent items                                                                    
such as hostile takeovers.                                                                                                      
                                                                                                                                
Senator   Paskvan  detailed   that  no   creditors,  secured                                                                    
interests, or consumers would be  harmed. The bill worked to                                                                    
protect  the interest  of all  parties  through a  business-                                                                    
friendly, single transaction.                                                                                                   
                                                                                                                                
SB  101  was  HEARD  and   HELD  in  committee  for  further                                                                    
consideration.                                                                                                                  
                                                                                                                                

Document Name Date/Time Subjects
SB 5 - Docs-Theda Pittman Support 3-24-2011.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 - Docs -Letter -Matsu Health Foundation.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 DKC memo DHSS 3-28-11.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Docs - Juneau Youth Svcs 3-8-2011.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Docs - Ltr AK Acad.Pediatrics.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Docs- ADN- ER No Cure-all 7-23-2010.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Docs -ADN-KidCare funded 664 med nec abortions in 09 6-18-2010.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Docs -Georgetown U. AK options preg. women 11-4-2011.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Docs -Kaiser Com.Medicaid.Uninsured Jan.2011.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Docs -Kaiser state health facts.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Docs- Ltr Support ANDVSA 2-4-2011.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Docs-2011 federal poverty guidelines.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Docs-Kaiser Focus.Health.Reform 11-2010.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Docs-Leg.Legl.Memo Med.Nec. 3-29-2011.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Docs-March of Dimes 3-9-2011.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Sectional Summary 27-LS0057B.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 27 (HSS) Sectional Analysis.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 APHA_ Policy Statement 2004.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 Supporting Document - 2010 supporting letters.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 Supporting Document - ADN Compass Piece Von Hippel 2-20-11.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 Supporting Document - Alaska Inter-Tribal Council.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 Supporting Document - Alaska Nurses Association resolution 10-17-10.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 Supporting Document - Marc Esslinger 2-19-11.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 Supporting Document - Peter Brigham 2-18-11.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 Supporting Documents - AK Professional Fire Fighters 3-3-2011[1].pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 Supporting Documents - AVCP letter 2-18-11.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 Supporting Documents - International Association of Professional Fire Fighters 3-1-2010.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 Supporting Documents - Q&A.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 Supporting Documents - The Arc of Anchorage.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 Supporting Documents -AK Fire Chiefs Assoc letter 3-4-11.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 96 - Letter of Support City of Klawock.pdf SFIN 4/8/2011 9:00:00 AM
SB 96
SB 96 - Letter of Support City of Nenana.pdf SFIN 4/8/2011 9:00:00 AM
SB 96
SB 96 - Letter of Support Nenana Native Council.pdf SFIN 4/8/2011 9:00:00 AM
SB 96
SB 96 - Letter of Support Nenana School District.pdf SFIN 4/8/2011 9:00:00 AM
SB 96
SB 96 - Letter of Support Yakutat City and Borough.pdf SFIN 4/8/2011 9:00:00 AM
SB 96
SB 96 - Sponsor Statement.pdf SFIN 4/8/2011 9:00:00 AM
SB 96
SB 96-Explanation of Changes.pdf SFIN 4/8/2011 9:00:00 AM
SB 96
SB 27 040411 Support Letters .pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 5 - Support Letter Kane 040511.txt SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 Sponsor Statement Rev 1-23-2011.pdf SFIN 4/8/2011 9:00:00 AM
SHSS 3/7/2011 1:30:00 PM
SB 5
SB 5 ADN Parnell cites abortion in veto 6-4-2010.pdf SFIN 4/8/2011 9:00:00 AM
SHSS 3/7/2011 1:30:00 PM
SB 5
SB 5 Compton Letter of Support.pdf SFIN 4/8/2011 9:00:00 AM
SB 5
SB 5 CMS CHIRPA Letter 5-11-2009.pdf SFIN 4/8/2011 9:00:00 AM
SHSS 3/7/2011 1:30:00 PM
SB 5
SB 5 Background of SCHIP.pdf SFIN 4/8/2011 9:00:00 AM
SHSS 3/7/2011 1:30:00 PM
SB 5
SB 5 Docs - Repercussions of Unmet Health Care.pdf SFIN 4/8/2011 9:00:00 AM
SHSS 3/7/2011 1:30:00 PM
SB 5
SB 15 Sponsor Statement version M.pdf SFIN 4/8/2011 9:00:00 AM
SHSS 3/16/2011 1:30:00 PM
SB 15
SB 15 Support Letter APOA AACP WPA.pdf SFIN 4/8/2011 9:00:00 AM
SHSS 3/16/2011 1:30:00 PM
SB 15
SB 15 Support Letter APOA AACP WPA.pdf SFIN 4/6/2011 9:00:00 AM
SFIN 4/8/2011 9:00:00 AM
SB 15
SB 101_Sponsor Statement.pdf SFIN 4/8/2011 9:00:00 AM
SB 101
SB 101_Back-Up_CSG Suggested State Legislation.pdf SFIN 4/8/2011 9:00:00 AM
SB 101
SB 101_Back-Up_Memo RE Update of Alaska Biz Statutes.pdf SFIN 4/8/2011 9:00:00 AM
SB 101
SB 101_Back-Up_ULC Summary.pdf SFIN 4/8/2011 9:00:00 AM
SB 101
SB 101_Sectional Summary REVISED March 30 2011.pdf SFIN 4/8/2011 9:00:00 AM
SB 101
SB 15 Support Ltr ABADA AMHB.pdf SFIN 4/6/2011 9:00:00 AM
SFIN 4/8/2011 9:00:00 AM
SB 15
CSSB 15 Spronsor Statement version E.pdf SFIN 4/6/2011 9:00:00 AM
SFIN 4/8/2011 9:00:00 AM
SB 15
SB 15 - NEW 040711 SB 15 DOC New SFIN Fiscal Note.pdf SFIN 4/8/2011 9:00:00 AM
SB 15
SB 27 - Oceana_Support_Letter_4.7.11.pdf SFIN 4/8/2011 9:00:00 AM
SB 27
SB 27 - NOAA PBDE Study 04 07 11.pdf SFIN 4/8/2011 9:00:00 AM
SB 27