Legislature(2013 - 2014)BUTROVICH 205
04/12/2013 09:00 AM Senate JUDICIARY
| Audio | Topic |
|---|---|
| Start | |
| SCR3 | |
| HB63 | |
| HB57 | |
| Adjourn |
* first hearing in first committee of referral
+ teleconferenced
= bill was previously heard/scheduled
+ teleconferenced
= bill was previously heard/scheduled
| += | SB 51 | TELECONFERENCED | |
| += | HB 63 | TELECONFERENCED | |
| += | SCR 3 | TELECONFERENCED | |
| + | HB 57 | TELECONFERENCED | |
HB 57-ENTITY TRANSACTIONS ACT
10:02:11 AM
CHAIR COGHILL announced the consideration of HB 57. "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."
[CSHB 57(JUD) was before the committee.]
10:02:39 AM
REPRESENTATIVE LINDSAY HOLMES, sponsor of HB 57, introduced the
bill speaking to the following sponsor statement:
House Bill 57 conforms to the Uniform Law
Commissioners' Model Entity Transaction Act (META). If
implemented in the State of Alaska, this legislation
will help facilitate transactions between more than
one form of entity, improve the existing business
climate in Alaska, and help reduce unnecessary
administrative and legal burdens currently imposed on
Alaska companies.
During the past twenty years many new types of
business entities - including limited liability
companies, limited liability partnerships, and limited
liability limited partnerships - have been recognized
under state law. As a result of the proliferation of
new entity forms, many businesses now utilize various
types of entities in their organizational structures.
The relaxation of federal tax rules governing entity
classification has led to an increase in the volume of
restructuring and acquisition transactions by and
among the various types of entity forms.
Because of the lack of clear statutory authority
allowing transactions between more than one form of
entity, these transactions have often required the use
of multiple indirect steps, as opposed to a single
transaction. House Bill 57 will offer new statutory
authority to permit cross-entity transactions in order
to remain responsive to the needs of Alaskan companies
and should be enacted in order to allow Alaska
businesses the opportunity to engage in cross-entity
transactions.
Adopting HB 57 will be an important step towards
bringing Alaska more into the mainstream of statutory
business law
REPRESENTATIVE HOLMES noted that a letter in the packets from
Doyon Corporation speaks to how this will help Native
corporations. The bill basically makes it easier for different
business entities to communicate, do business, and merge. It is
based on model law.
10:06:54 AM
HARRY HAYNSWORTH, Commissioner, National Conference of
Commissioners on Uniform State Laws, stated that he was chair of
the drafting committee for the Model Entity Transactions Act. He
said the sponsor provided an excellent summary and why this is
particularly important for states like Alaska that have an
incomplete statutory framework. He offered to respond to
questions on amendments that might be proposed.
10:08:25 AM
JAMES WALDO, Staff, Representative Lindsay Holmes, sponsor of HB
57, clarified that Mr. Haynsworth was referring to some
technical amendments that were proposed in the House Judiciary
Committee at the behest of Department of Commerce, Community and
Economic Development (DCCED).
10:08:56 AM
At ease
10:13:16 AM
CHAIR COGHILL reconvened the meeting and explained that the off-
the-record discussion related to when the bill would reach the
floor. He recognized that there were some concerns with the bill
but that he was satisfied. He solicited a motion.
10:13:46 AM
SENATOR MCGUIRE moved to report CS for HB 57, version Y, from
committee with individual recommendations and attached zero
fiscal note(s).
10:14:10 AM
SENATOR WIELECHOWSKI objected.
CHAIR COGHILL asked him to speak to his objection.
SENATOR WIELECHOWSKI said it's probably a good bill, but he
couldn't in good conscience vote to move a 50-page bill after a
15 minute hearing when he didn't understand what it does. This
is the only committee of referral in the Senate and the
committee didn't even receive a sectional walk through. He noted
that this wasn't a special request for this bill; he made the
same request on the large ROTH IRA bill and the chair agreed to
hold an additional hearing. He restated his objection.
CHAIR COGHILL said he understood the objection but he was
satisfied that the bill was virtually identical to the one the
committee heard last year.
10:15:50 AM
A roll call vote was taken. Senators McGuire, Dyson, and Coghill
voted in favor of moving HB 57 from committee; Senator
Wielechowski voted against it. Therefore, CSHB 57(JUD) was
reported out of the Senate Judiciary Standing Committee by a
vote of 3-1.
10:16:26 AM
CHAIR COGHILL stated that CSHB 57(JUD) moved from the Senate
Judiciary Standing Committee with individual recommendations and
attached fiscal note.
| Document Name | Date/Time | Subjects |
|---|---|---|
| Legal Memo April 9 2013 re Board of Governors.pdf |
SJUD 4/12/2013 9:00:00 AM |
HB 63 |
| Letter from t Obermeyer 4 11 2013 HB 63.pdf |
SJUD 4/12/2013 9:00:00 AM |
HB 63 |
| Email from T. Obermeyer - HB 63.pdf |
SJUD 4/12/2013 9:00:00 AM |
HB 63 |