1-30-16 Corporation Law Committee Agenda, Minutes and Legislative Report

AGENDA
OHIO STATE BAR ASSOCIATION
CORPORATION LAW COMMITTEE MEETING

January 30, 2016 9:30 A.M.
OFFICES OF THE OHIO STATE BAR ASSOCIATION

COLUMBUS, OHIO
Call-Information
1-866-479-6576
Pin: 57461844#
______________________________________________________________________________
1. Chairman's Announcements
2. Approval of September 19, 2015 and October 1, 2015 meeting minutes
3. Legislative Update - Todd Book – Legislative Liaison
4. Subcommittee Reports

4.1. Commercial Docket- Harry Mercer, Chair
4.2. Legislative Review – David Zagore, Chair
4.3. Ad Hoc Benefits Corporation - Jeff Wahl, Chair
4.4. Limited Liability Company- Jack Kurant, Chair
4.5. Nonprofit Corporations- Christopher C. McCracken, Chair
4.6. Partnership Law- Glenn E. Morrical, Chair
4.7. Secretary of State- Jeff Fanger, Chair
4.8. Securities Regulation- Thomas Geyer, Chair
4.9. Public Company M&A and Governance Subcommittee - Chris Hewitt, Chair
5. Old Business
6. New Business

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OHIO STATE BAR ASSOCIATION
CORPORATION LAW COMMITTEE

MINUTES OF THE OCTOBER 1, 2015 SPECIAL MEETING

A special meeting of the Corporation Law Committee of the Ohio State Bar Association was held
via telephone conference at 1:30 p.m. on October 1, 2015.

The following members and guests attended the meeting in person or by teleconference:

Name City E-mail

Jeff Wahl Columbus [email protected]
Tod Northman Cleveland [email protected]
Joshua Strickland Lake County [email protected]
Clyde Kahrl Mt. Vernon [email protected]
Dana Klein Columbus [email protected]
David Zagore Cleveland [email protected]
Bill Kelly Columbus [email protected]
Christopher Hewitt Cleveland [email protected]
Mike Moeddel Cincinnati [email protected]
Dale Oesterle Columbus [email protected]
Matt Palmer Columbus [email protected]
Chris McCracken Cleveland [email protected]

OSBA Staff

Todd Book
Melissa Quick

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Call to Order
Jeff Wahl, Chair of the Committee, called the meeting to order.

Report of the Ad Hoc Committee on Benefits Corporations
Mr. Wahl reported on a meeting with Senator Bacon and representatives of B-Lab attended by
Mr. Wahl and Mr. Book. At its September 19, 2015 regular meeting, the Committee approved draft
amendments to Chapter 1701 which included bracketed text that could be used as a potential compromise
for some of the anticipated objections of B-Lab. Mr. Wahl reported that the meeting with and comments
from B-Lab indicated that the bracketed text would not be an effective compromise. There was a Motion
to approve the amendments with appropriate adjustments to remove the bracketed text and to include
additional revisions from Professor Oesterle, which had been posted to the OSBA Corporation Law
Committee website page prior to the meeting. The Motion was seconded by Jack Kurant. All in favor:
Unanimous.

Discussion of S.B. 181
There was a discussion on S.B. 181 and potential changes suggested by Prof. Oesterle. It was
determined that Mr. Wahl would follow up with Mr. Kurant and Prof. Oesterle on whether and how to
proceed with any adjustments to the in-progress bill.

Adjournment
There was no further business to come before the meeting and, accordingly, Jeff Wahl declared
the meeting to be adjourned at 2:30 P.M.

Respectfully submitted,

Jeffrey R. Wahl

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MEMORANDUM

To: Jeffrey R. Wahl, Chair
OSBA Corporation Law Committee

From: Todd Book, Director of Government Affairs

Re: Legislative Report

Date: December 14, 2015

OSBA Deadlines for Reports to the 2016 Council of Delegates:

 Reports for the Council of Delegates are due March 11, 2016. The Screening Committee of the
Council meets April 8, 2016, and the Council of Delegates meets April 27, 2016.

Recent Enactments and Legislative Summaries:

HB3 BUSINESS FILING FEES-JOBS WEBSITE (DERICKSON T, ROMANCHUK M) To reduce
certain business filing fees charged and collected by the Secretary of State and to specify
that Ohio-based companies are to have access to appropriate features of the
OhioMeansJobs web site.

Current Status: 6/25/2015 - SIGNED BY GOVERNOR; Eff. 90 days

State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-
summary?id=GA131-HB-3

HB11 DOMESTIC RELATIONS DIVISION (BRENNER A, RUHL M) To create a domestic
relations division of the Delaware County Court of Common Pleas and to create a judgeship
for that division.

Current Status: 10/19/2015 - SIGNED BY GOVERNOR; eff. 10/19/15

State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-
summary?id=GA131-HB-11

HB64 OPERATING BUDGET (SMITH R) To make operating appropriations for the biennium
beginning July 1, 2015, and ending June 30, 2017, and to provide authorization and
conditions for the operation of state programs.

Current Status: 6/30/2015 - SIGNED BY GOVERNOR; Eff. 7/1/15

State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-
summary?id=GA131-HB-64

HB153 PRESIDENTIAL PRIMARY DATE (DOVILLA M) To change the date on which presidential
primary elections are held.

Current Status: 6/10/2015 - SIGNED BY GOVERNOR

State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-
summary?id=GA131-HB-153

HB194 PATENT INFRINGEMENT (ROEGNER K) To prohibit a person from engaging in the
widespread sending of bad faith, objectively baseless communications of patent
infringement and to authorize the Attorney General to investigate and institute a civil action

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HB203 if the Attorney General believes a person has made such assertions of patent infringement.
HB205 Current Status: 5/26/2015 - House Judiciary, (First Hearing)
State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-
HB336 summary?id=GA131-HB-194
HB387
HB403 STARTUP OHIO INITIATIVE (STINZIANO M) To establish the Startup Ohio initiative in
which universities and partnering business may collaborate in tax-free areas near campuses
in this state to create jobs, attract entrepreneurs, and spur academic enrichment and to
direct the Director of Budget and Management to transfer $100 million to the Ohio Venture
Capital Program Fund.

Current Status: 5/19/2015 - Referred to Committee House Economic and
Workforce Development

State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-
summary?id=GA131-HB-203

SELF-INSURING EMPLOYERS (HENNE M, RETHERFORD W) To modify the requirements
for an employer to become a self-insuring employer for purposes of the Workers'
Compensation Law, to transfer authority over the workers' compensation self-insurance
program to the Superintendent of Insurance, and to allow certain employers and groups of
employers to obtain workers' compensation coverage from a private workers' compensation
insurer.

Current Status: 11/24/2015 - SUBSTITUTE BILL ACCEPTED, House
Insurance, (Second Hearing)

State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-
summary?id=GA131-HB-205

CORPORATION DISSOLUTION-AFFIDAVIT (DEVER J, RYAN S) To require, under
certain circumstances, a certificate of dissolution of a corporation to be accompanied by an
affidavit stating that the corporation is not required to pay or has not been assessed any
taxes at the time of dissolution.

Current Status: 12/1/2015 - House Commerce and Labor, (Fourth Hearing)
State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-

summary?id=GA131-HB-336

MUNICIPAL COURTS-SMALL CLAIMS (TERHAR L, DEVER J) To raise the maximum
allowable limit of the monetary jurisdiction of small claims divisions of municipal courts.

Current Status: 12/8/2015 - House Local Government, (First Hearing)
State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-

summary?id=GA131-HB-387

CAPITAL IMPROVEMENT-FINANCING (DOVILLA M) Relative to the financing of capital
improvement projects in this state by another state or a political subdivision of another
state.

Current Status: 12/3/2015 - Introduced
State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-

summary?id=GA131-HB-403

HB404 CREDIT CARD-TAX REFUND (SCHAFFER T) To allow vendors to deduct or apply for a

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SB26 refund of sales tax remitted for bad debts on private label credit cards used to make
SB181 purchases from the vendor.

SB228 Current Status: 12/3/2015 - Introduced
SB242 State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-
SB244
summary?id=GA131-HB-404

BUSINESS FILING FEES (OBHOF L) To reduce certain business filing fees charged and
collected by the Secretary of State and to specify that Ohio-based companies are to have
access to appropriate features of the OhioMeansJobs web site.

Current Status: 4/15/2015 - House Economic and Workforce Development, (First
Hearing)

State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-
summary?id=GA131-SB-26

LIMITED LIABILITY COMPANY LAW (OBHOF L, SCHIAVONI J) To prescribe the
fiduciary duties of corporate and limited liability company officers, to specify that officers
are not required for limited liability companies, to permit a written waiver or elimination of
the fiduciary duties of limited liability company members, managers, or officers, to clarify
when a limited liability company manager's or officer's duties can be the same as a
member's duties, to declare the policy of the Limited Liability Company Law generally to
give maximum effect to freedom of contract, and to make other changes regarding
corporations and limited liability companies.

Current Status: 12/8/2015 - House Judiciary, (Second Hearing)
State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-

summary?id=GA131-SB-181

NON-COMPETE PROHIBITION (WILLIAMS S) To enact section 4113.66 of the Revised
Code to prohibit the use of noncompete provisions in employment contracts in the
broadcasting industry.

Current Status: 10/14/2015 - Referred to Committee Senate Transportation,
Commerce and Labor

State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-
summary?id=GA131-SB-228

MOTOR VEHICLE-FRANCHISE AGREEMENTS (UECKER J, COLEY W) To revise the law
governing new motor vehicle franchise agreements.

Current Status: 12/9/2015 - Senate Transportation, Commerce and Labor, (First
Hearing)

State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-
summary?id=GA131-SB-242

BAD DEBT DEDUCTION-REFUND (PATTON T) To allow vendors to deduct or apply for a
refund of sales tax remitted for bad debts on private label credit cards used to make
purchases from the vendor.

Current Status: 12/9/2015 - Referred to Committee Senate Ways and Means
State Bill Page: https://www.legislature.ohio.gov/legislation/legislation-

summary?id=GA131-SB-244

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